Common use of Indemnification of Officers and Directors of the Company Clause in Contracts

Indemnification of Officers and Directors of the Company. (a) For a period of six years following the Closing, Parent shall cause the Surviving Company to fulfill and honor in all respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Effective Time; provided, however, that the foregoing obligations shall be subject to any limitations imposed by applicable Laws. (b) Except as set forth in Section 6.4 below, Parent shall be under no obligation to maintain the existence of the Surviving Company for any specified period following the Effective Time; provided, however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth in this Section 6.3. This Section 6.3: (i) shall survive the consummation of the Merger and the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. (a) For a period of six years following From and after the ClosingEffective Time, Parent shall cause and the Surviving Company to Corporation shall fulfill and honor in all respects the obligations of the Company pursuant to any Contract to which the Company or any of its Subsidiaries is a party or the Company or any of its Subsidiaries organizational documents in effect as of the date of this Agreement providing for the indemnification and exculpation from liability of its officers or directors and former officers and directors with respect to claims arising from facts or events that occurred before or at the Effective Time (the Persons who entitled to be indemnified pursuant to such provisions, and all other current and former officers and directors of the Company or any of its Subsidiaries, and all other Persons entitled to be indemnified pursuant to such provisions or agreements being referred to collectively as the “Pre-Closing Indemnified Parties”). (b) For the period from the Effective Time through the sixth anniversary of the Closing Date, Parent and the Surviving Corporation shall, solely with respect to claims arising from facts or events that occurred before or at the Effective Time, cause to be maintained in effect, for the benefit of the Pre-Closing Indemnified Parties (the “Insured Parties”), the current directors’ and officers’ liability insurance coverage as set forth in the Company’s current directors’ and officers’ liability insurance policy in effect as of the date of this Agreement or provide for coverage and amounts on terms and conditions which are, in aggregate, no less advantageous to the Insured Parties; provided, however, that: (i) in no event shall Parent or the Surviving Corporation be required pursuant to this Section 6.14 (b) to expend in any one year an amount in excess of 300% of the annual premium currently payable by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost equal to such amount; and (ii) in lieu of the foregoing, and notwithstanding anything contained in clause “(i)” above, the Company may obtain a prepaid tail policy prior to the Effective Time are or were directors and/or officers that provides the Insured Parties with directors’ and officers’ liability insurance for a period ending no earlier than the sixth anniversary of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents as in effect on the Agreement Closing Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Effective Time; provided, however, that the foregoing obligations shall be subject to any limitations imposed by applicable Laws. (bc) Except as set forth If Parent or the Surviving Corporation or any of the successors or assigns of Parent or the Surviving Corporation (i) shall consolidate with or merge into any other Person 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, and in Section 6.4 beloweach such case, Parent proper provisions shall be under no obligation to maintain made so that the existence successors and assigns of Parent or the Surviving Company for any specified period following the Effective Time; provided, however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative Corporation shall assume all of the obligations set forth in this Section 6.36.14. This Section 6.36.14: (iA) shall survive the consummation of the Merger and the Effective Time; (iiB) is intended for the benefit of, and will be enforceable by, each Company Indemnified Insured Party and his or her heirs and representatives; and (iiiC) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3Corporation; and (D) provides rights that are in addition to, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to not in substitution for, any other Contract. (c) Any amounts paid by Parent rights to indemnification or the Surviving Companycontribution that any Insured Party, or any heir or representative of their respective successors any Insured Party, may have by contract or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereofotherwise.

Indemnification of Officers and Directors of the Company. (a) For a period of six (6) years following the ClosingEffective Time, Parent Acquiror shall, and shall cause the Surviving Company to Corporation to, fulfill and honor in all respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), Target pursuant to any indemnification agreements in effect as of the date hereof between the Target and the Target Indemnified Persons, subject to applicable law. For a period of six (6) years following the Effective Time, the Certificate of Incorporation and Bylaws of the Surviving Corporation will contain provisions under with respect to exculpation and indemnification that are at least as favorable to the Charter Documents Target Indemnified Persons as those contained in the Certificate of Incorporation and Bylaws of the Target as in effect on the Agreement Datedate hereof, and which provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of Target Indemnified Persons; provided that in no event shall Acquiror or the Surviving Corporation be obligated to indemnify such director or officer for any amounts payable by such person pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Effective Time; provided, however, that the foregoing obligations shall be subject to any limitations imposed by applicable LawsArticle 9 hereof. (b) Except as set forth in This Section 6.4 below6.16 is intended to be for the benefit of, Parent and shall be under no obligation to maintain enforceable by the existence of Target Indemnified Persons and their heirs and personal representatives and shall be binding on Acquiror and the Surviving Company for any specified period following the Effective Time; providedCorporation and its successors and assigns. (c) If Acquiror, however, that if the Surviving Company Corporation or any of their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of their assets to any person, then, and in each such case, to the extent necessary, proper provision shall be dissolved made so that the successors and assigns of Acquiror or otherwise terminated without the prior written consent of RepresentativeSurviving Corporation, Parent or an Affiliate of Parent reasonably acceptable to Representative as the case may be, shall assume the obligations set forth in this Section 6.3. This Section 6.3: (i) shall survive the consummation of the Merger and the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract6.16. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. (a) For If the Merger is consummated, for a period of six [*] years following after the Closing, Parent shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior to the Closing, an officer or director of the Company (each, a “D&O Indemnified Party”), against all Losses in connection with any Action based in whole or in part on or arising in whole or in part out of the fact that such Person is or was an officer or a director of the Company or a Subsidiary of the Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions), and shall honor and fulfill and honor in all respects the obligations of the Company Group with respect to Persons who on or matters occurring prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents as in effect on the Agreement Dateto, and pursuant to including, the Closing under (x) any indemnification agreements between the Company and such Company any D&O Indemnified Parties existing Party that are in effect as of the Agreement Date, in each case, which have been made available to Parent Closing Date (the “Company Indemnification ObligationsD&O Indemnified Party Indemnity Agreement”) with respect to claims arising out and (y) under the certificate of matters occurring at incorporation and bylaws (or prior to equivalent organizational documents) of the Effective Time; providedrespective Company Group members in effect as of the Closing Date. In the event of any such claim, howeverAction, that suit, proceeding or investigation, (i) the foregoing obligations D&O Indemnified Parties shall promptly notify Parent and the Surviving Corporation thereof, (ii) any counsel retained by the D&O Indemnified Parties for any period after the Closing Date shall be subject to the consent of Parent and the Surviving Corporation (not to be unreasonably withheld, conditioned or delayed), (iii) none of Parent and the Surviving Corporation shall be obligated to pay for more than one firm of counsel for all D&O Indemnified Parties, except to the extent that (x) a D&O Indemnified Party has been advised by counsel that there are conflicting interests between it and any limitations imposed other D&O Indemnified Party or (y) local counsel, in addition to such other counsel, is required to effectively defend against such action or proceedings, and (iv) none of Parent and the Surviving Corporation shall be liable for any settlement effected without its written consent (not to be unreasonably withheld, conditioned or delayed). None of Parent and the Surviving Corporation shall have any obligation hereunder to any D&O Indemnified Party if it shall be determined by a court of competent jurisdiction in a final non-appealable order or decree that the indemnification of such D&O Indemnified Party in the manner contemplated hereby is prohibited by applicable LawsLaw. Parent and the Surviving Corporation shall have no obligation to indemnify, defend and hold harmless, or otherwise compensate or reimburse, any D&O Indemnified Party to the extent it shall be determined by a court of competent jurisdiction in a final non-appealable order or decree that such D&O Indemnified Party owes to a Parent Party any amounts pursuant to Article VI. Nothing in this Section 5.16 shall impede the rights of the D&O Indemnified Parties as set forth in any of the D&O Indemnified Party Indemnity Agreements. (b) Except as If the Merger is consummated, for a period of [*] years after the Closing and at all times subject to applicable Law, Parent shall cause the Surviving Corporation not to amend or modify in any way adverse to the D&O Indemnified Parties, or to the beneficiaries thereof, the exculpation and indemnification provisions set forth in Section 6.4 belowthe Organizational Documents and in any indemnification agreements between the Company and any D&O Indemnified Party. For a period of [*] years after the Closing, Parent shall be under no obligation to maintain cause the existence Organizational Documents of the Surviving Corporation to contain provisions no less favorable with respect to indemnification, exculpation, and advancement of expenses than are set forth in the Company Organizational Documents. At the Closing, the Company shall purchase a [*] year “tail” prepaid directors’ and officers’ liability insurance policy, effective as of the Closing, providing, for any specified a period following of [*] years after the Effective Time; providedClosing, howeverthe D&O Indemnified Parties with coverage (i) in an amount not less than the existing coverage and (ii) that shall have other terms not materially less favorable to the insured persons than the directors’ and officers’ liability insurance coverage maintained by the Company as of the date hereof. The fees and expenses incurred in obtaining the D&O “tail” insurance policy pursuant to this Section 5.16(b) (the “D&O Tail Policy”), that if to the extent not paid out of the Company’s Cash prior to the Closing, shall be included in the Transaction Expenses. (c) If Parent, the Surviving Company Corporation or any of their respective successors or assigns proposes to (i) consolidate with or merge into any other Person and Parent or the Surviving Corporation shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be dissolved made prior to or otherwise terminated without concurrently with the prior written consent consummation of Representative, such transaction so that the successors and assigns of Parent or an Affiliate the Surviving Corporation, as the case may be, shall, from and after the consummation of Parent reasonably acceptable to Representative shall assume such transaction, honor the indemnification and other obligations set forth in this Section 6.3. This 5.16. (d) The provisions of this Section 6.3: (i) 5.16 shall survive the consummation of the Merger and the Effective Time; Time and (iii) is are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party Party, and his or her successors, heirs and representatives; representatives and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, Corporation and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent availableii) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party are in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant addition to, and subject not in substitution for, any other rights to the limitations set forth in, Article 10 hereofindemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification of Officers and Directors of the Company. (a) For In addition to the obligations set forth in Sections 5.16(b) through 5.16(d), from and after the Effective Time for a period of six years following the Closing, Parent shall cause (unless notice of an actual or threatened claim is given to the Surviving Company prior to such date, in which case, such period shall be extended until such claim is fully resolved), the Surviving Company shall fulfill and honor in all respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers and any of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), its Subsidiaries pursuant to any indemnification or advancement provisions under pursuant to, or under, (i) the Charter Documents organizational documents of the Company or its Subsidiaries, (ii) any Material Contract set forth in Section 3.17(a) of the Disclosure Schedules or (iii) any benefit arrangement, in each case, as in effect on the date of this Agreement Date(the Persons entitled to be indemnified pursuant to such provisions, and all other current and former directors and officers of the Company or its Subsidiaries, together with each such Person’s estate, heirs, successors, assigns and personal representatives, being referred to collectively as the “Covered Persons”); provided, that in no event shall Parent or the Surviving Company be obligated to indemnify any person for any amounts payable by such Person pursuant to Article VIII hereof or as a result of any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, matters described in each case, which have been made available to Parent (Section 8.2. The organizational documents of the “Surviving Company Indemnification Obligations”) shall contain the provisions with respect to claims arising out indemnification, advancement or exculpation from liability set forth in the Company LLC Agreement on the date of matters occurring at this Agreement which provisions (together with the comparable provisions in the organizational documents of the Company’s Subsidiaries) shall not be amended, repealed or prior to otherwise modified after the Effective Time; provided, however, Time in any manner that would adversely affect the foregoing obligations shall rights thereunder of any Indemnified Party except as may be subject to any limitations imposed required by applicable LawsLaw. (b) Except as set forth in Section 6.4 belowPrior to the Closing, the Company shall be permitted to purchase a six year “tail” directors and officers liability insurance policy with respect to matters occurring prior to the Closing (the “D&O Tail”); provided, that the Company shall pay the full purchase price for such D&O Tail prior to the Closing. Parent shall not, and shall cause the Surviving Company not to, take, or omit to take, any action the result of which would be under no obligation reasonably likely to maintain result in the existence D&O Tail being terminated, void or otherwise inapplicable. (c) If the Surviving Company, or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of the Surviving Company for any specified period following Company, as the Effective Time; providedcase may be, however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume honor the obligations set forth in this Section 6.3. 5.16. (d) This Section 6.3: (i) 5.16 shall survive the consummation of the Merger Closing and the Effective Time; Time for a period of six years (ii) unless notice of an actual or threatened claim is given to the Surviving Company prior to such date, in which case, such period shall be extended until such claim is fully resolved), is intended for to benefit and may be enforced by the benefit of, Covered Persons and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. For six (a6) For a period of six years following the Closing, Parent shall cause the Surviving Company to fulfill from and honor in all respects the obligations of the Company to Persons who on or prior to after the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Dateor, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out case of matters occurring at or prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved), Parent shall indemnify and hold harmless each individual who as of the date hereof is a director or officer of the Company (an "INDEMNIFIED PERSON") for and against all losses, expenses and liabilities that such person incurs or may incur based upon or relating to facts, events and/or matters existing or occurring prior to or at the Effective Time (including in connection with the Merger or the consummation thereof), to the same extent as provided in (or permitted by) the Company's Articles of Incorporation and/or Bylaws, in each case, as in effect on the date of this Agreement; providedPROVIDED, howeverHOWEVER, that Parent shall not be required to indemnify or hold harmless any Indemnified Person in connection with any proceeding (or portion thereof) to the foregoing obligations extent (but only to such extent) involving any claim initiated by any Indemnified Person (or any spouse or member of such Indemnified Person's family, or a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of such Indemnified Person's spouse or members of such Indemnified Person's family, or a trust for such Indemnified Person's own self) unless such proceeding is brought by such Indemnified Person solely to enforce rights under this Section 5.20. As used herein, the word "family" shall be subject include any spouse, lineal ancestor or descendent, step-child, brother or sister. The Bylaws of the Surviving Corporation shall contain provisions identical with respect to any limitations imposed by applicable Laws. (b) Except as indemnification to those set forth in Section 6.4 below, Parent shall be under no obligation to maintain the existence Company's Bylaws as in effect on the date of this Agreement and the Charter of the Surviving Corporation shall contain provisions substantially similar in effect with respect to indemnification as those set forth in the Articles of Incorporation of the Company as in effect as of the date of this Agreement and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any specified period following manner that would adversely affect any of the rights of indemnification of persons covered thereby immediately before the Effective Time; provided, however, that if . Subject to all of the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth foregoing provisions in this Section 6.3. This Section 6.3: (i) shall survive the consummation of the Merger 5.20, from and after the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each person who as of the date of this Agreement is a director and/or officer of the Company Indemnified Party and his who becomes a director and/or officer of Parent or her heirs and representatives; and any of its subsidiaries (iiiincluding the Surviving Corporation) shall (in addition to that which they are and shall be binding on all successors and assigns entitled pursuant to the foregoing provisions of this Section) have indemnification rights (with respect to their capacities as directors or officers of Parent or any of its subsidiaries (including the Surviving Corporation) at or after the Effective Time) to the extent provided in the Certificate of Incorporation or similar governing documents of Parent and its subsidiaries (including the Surviving Company. The Tail Policy will be Corporation), as in effect from time to time after the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other ContractEffective Time. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. (a) For a period of six (6) years following after the ClosingEffective Time, Parent shall will and will cause the Surviving Company Corporation to fulfill and honor in all respects the obligations of the Company, in any case as in effect on the date of this Agreement, pursuant to the indemnification provisions of the Organizational Documents of the Company and pursuant to Persons who on or any indemnification agreements in effect prior to the Effective Time are or were and delivered to Parent, if any (collectively, the “Company Indemnification Provisions”) among the Company and the present and former directors and/or and officers of the Company (the “Company D&O Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters existing or occurring at or prior to the Effective Time whether asserted or claimed prior to, or at or after, the Effective Time; provided. In connection therewith, howeverParent shall advance expenses to the D&O Indemnified Parties as incurred to the fullest extent provided for under the Company Indemnification Provisions. For six (6) years after the Effective Time, Parent shall ensure that the foregoing obligations organizational documents of the Surviving Corporation shall be subject contain indemnification provisions in favor of the D&O Indemnified Parties that are at least as favorable to any limitations imposed by applicable Lawsthe D&O Indemnified Parties as those set forth in the Organizational Documents as in effect on the date of this Agreement. (b) Except as set forth in Section 6.4 belowIn connection with the Closing, the Company shall, at its own expense, purchase a directors’ and officers’ liability insurance policy on terms and conditions (including, without limitation, coverage limits) acceptable to Parent shall be under no obligation to maintain (the existence “D&O Policy”), that provides coverage for acts or omissions of the Surviving Company for any specified period following D&O Indemnified Parties occurring on or prior to the Effective Time; provided. The premium for the D&O Policy shall be paid at or prior to the Closing, howeverand Parent shall maintain such D&O Policy in effect for the full term thereof. (c) If Parent, that if the Surviving Company Corporation or any of its successors or assigns proposes to (i) consolidate with or merge into any other Person and Parent or the Surviving Corporation shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be dissolved made prior to or otherwise terminated without concurrently with the prior written consent consummation of Representative, such transaction so that the successors and assigns of Parent or an Affiliate the Surviving Corporation, as the case may be, shall, from and after the consummation of Parent reasonably acceptable to Representative shall assume such transaction, honor the indemnification and other obligations set forth in this Section 6.3. This 5.01. (d) The provisions of this Section 6.3: (i) 5.01 shall survive the consummation of the Merger and the Effective Time; Time and (iii) is are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party Party, and his or her successors, heirs and representatives; Representatives and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, Corporation and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent availableii) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party are in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant addition to, and subject not in substitution for, any other rights to the limitations set forth in, Article 10 hereofindemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification of Officers and Directors of the Company. (a) For a period of six (6) years following after the Closing, the Parent shall cause the Surviving Company Company, to fulfill the fullest extent permitted by applicable Law, indemnify, defend and honor in all respects the obligations hold harmless, and provide advancement of the Company to Persons expenses to, each Person who on is now, or has been at any time prior to the Effective Time are date hereof or were directors and/or officers who becomes prior to the Closing, an officer or director of the a Group Company (the “Company Indemnified Parties,” and each each, a “Company D&O Indemnified Party”), pursuant against all Losses in connection with any claim, Action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was an officer or director of a Group Company, and pertaining to any indemnification provisions under matter existing or occurring, or any acts or omissions occurring, at or prior to the Charter Documents as Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in effect on connection with the approval of this Agreement Date, and pursuant the consummation of the transactions contemplated hereby) to any indemnification agreements between the Company and same extent that such Company Indemnified Parties existing Persons are indemnified or have the right to advancement of expenses as of the Agreement Datedate hereof by the Group Companies pursuant to their respective organizational documents and indemnification agreements of the Company, if any, in each caseexistence on the date hereof with any D&O Indemnified Party. (b) For a period of six (6) years after the Closing and at all times subject to applicable Law, (i) the Parent shall not (and shall not cause or permit any Group Company or any of the Parent’s other Subsidiaries or Affiliates to) amend or modify in any way adverse to the D&O Indemnified Parties, or to the beneficiaries thereof, the exculpation and indemnification provisions set forth in the organizational documents of the Group Companies (except (x) as required by applicable Law or (y) unless the provisions as so amended, repealed or modified in connection with a restructuring in which have been made available the governing documents of the surviving company include substantially equivalent exculpation or indemnification provisions with respect to such acts for the benefit of such persons), and (ii) the Parent shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by or on behalf of the Company as of the date hereof (the “Company Indemnification ObligationsCurrent Policies”) (provided that the Parent may substitute such policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims arising out of matters occurring from facts or events that occurred at or prior to the Effective TimeClosing; provided, however, that the Parent shall not be obligated to make annual premium payments for such insurance to the extent that such premiums exceed three hundred percent (300%) of the annual premiums paid as of the date hereof by or on behalf of the Company for the Current Policies (the “Premium Amount”), and if such premiums for such insurance would at any time exceed the Premium Amount, then the Parent shall cause to be maintained policies of insurance that provide the maximum coverage available at an annual premium equal to the Premium Amount. Notwithstanding the foregoing, prior to the Closing and in satisfaction of the Parent’s foregoing obligations under this Section 6.03, each of the Parent and the Company shall be subject permitted to purchase (at the Parent’s expense, and without duplication) a six (6) year “tail” prepaid directors’ and officers’ liability insurance policy (the “D&O Tail”), effective as of the Closing, providing, for a period of six (6) years after the Closing, the coverage and amounts, and terms and conditions, contemplated by the foregoing sentence of this Section 6.03(b); provided that the Company shall not pay an aggregate amount for such D&O Tail in excess of the Premium Amount. If such premiums for such D&O Tail would require an expenditure that exceeds the Premium Amount, then the Parent or the Surviving Company may obtain, in satisfaction of the foregoing, a policy with the greatest coverage available for a cost not exceeding such amount. From and after the Closing, the Parent shall (and/or shall cause the Group Companies or its other subsidiaries or Affiliates, as applicable, to) continue to honor its obligations under any limitations imposed by applicable Lawssuch insurance procured pursuant to this Section 6.03(b), and shall not cancel (or permit to be canceled) or take (or cause to be taken) any action or omission that would reasonably be expected to result in the cancellation thereof. (bc) Except as set forth The Parent agrees to pay, or to cause the Surviving Company or any of its Subsidiaries to pay, all expenses, including attorneys’ fees, that may be incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.4 below6.03 to the extent such enforcement results in a final, Parent non-appealable judgment in favor of the applicable D&O Indemnified Parties. (d) If the Surviving Company or any of its successors or assigns proposes to (i) consolidate with or merge into any other Person and the Surviving Company shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be under no obligation made prior to maintain or concurrently with the existence consummation of such transaction so that the successors and assigns of the Surviving Company for any specified period following shall, from and after the Effective Time; providedconsummation of such transaction, however, that if honor the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the indemnification and other obligations set forth in this Section 6.3. This 6.03. (e) The provisions of this Section 6.3: (i) 6.03 shall survive the consummation of the Merger and the Effective Time; Time and (iii) is are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party Party, and his or her successors, heirs and representatives; representatives and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. and (cii) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party are in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant addition to, and subject not in substitution for, any other rights to the limitations set forth in, Article 10 hereofindemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification of Officers and Directors of the Company. For six (a6) For a period of six years following the Closing, Parent shall cause the Surviving Company to fulfill from and honor in all respects the obligations of the Company to Persons who on or prior to after the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Dateor, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out case of matters occurring at or prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved), Parent shall indemnify and hold harmless each individual who as of the date hereof is a director or officer of the Company (an "INDEMNIFIED PERSON") for and against all losses, expenses and liabilities that such person incurs or may incur based upon or relating to facts, events and/or matters existing or occurring prior to or at the Effective Time (including in connection with the Merger or the consummation thereof), to the same extent as provided in (or permitted by) the Company's Articles of Incorporation and/or Bylaws, in each case, as in effect on the date of this Agreement; providedPROVIDED, howeverHOWEVER, that Parent shall not be required to indemnify or hold harmless any Indemnified Person in connection with any proceeding (or portion thereof) to the foregoing obligations extent (but only to such extent) involving any claim initiated by any Indemnified Person (or any spouse or member of such Indemnified Person's family, or a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of such Indemnified Person's spouse or members of such Indemnified Person's family, or a trust for such Indemnified Person's own self) unless such proceeding is brought by such Indemnified Person solely to enforce rights under this Section 5.20. As used herein, the word "family" shall be subject include any spouse, lineal ancestor or descendent, step-child, brother or sister. The Bylaws of the Surviving Corporation shall contain provisions substantially similar in effect with respect to any limitations imposed by applicable Laws. (b) Except as indemnification to those set forth in Section 6.4 below, Parent shall be under no obligation to maintain the existence Company's Bylaws as in effect on the date of this Agreement and the Charter of the Surviving Corporation shall contain provisions substantially similar in effect with respect to indemnification as those set forth in the Articles of Incorporation of the Company as in effect as of the date of this Agreement and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any specified period following manner that would adversely affect any of the rights of indemnification of persons covered thereby immediately before the Effective Time; provided, however, that if . Subject to all of the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth foregoing provisions in this Section 6.3. This Section 6.3: (i) shall survive the consummation of the Merger 5.20, from and after the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each person who as of the date of this Agreement is a director and/or officer of the Company Indemnified Party and his who becomes a director and/or officer of Parent or her heirs and representatives; and any of its subsidiaries (iiiincluding the Surviving Corporation) shall (in addition to that which they are and shall be binding on all successors and assigns entitled pursuant to the foregoing provisions of this Section) have indemnification rights (with respect to their capacities as directors or officers of Parent or any of its subsidiaries (including the Surviving Corporation) at or after the Effective Time) to the extent provided in the Certificate of Incorporation or similar governing documents of Parent and its subsidiaries (including the Surviving Company. The Tail Policy will be Corporation), as in effect from time to time after the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other ContractEffective Time. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. (a) From and after the Closing, the Parent shall, and shall cause the Surviving Company and each of their respective Subsidiaries to, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director or employee of a Group Company (each, a “D&O Indemnified Party”), against all Losses, claims, damages, costs, expenses, Liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, Action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was an officer, director or employee of a Group Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) to the same extent that such Persons are indemnified or have the right to advancement of expenses as of the date hereof by the Group Companies pursuant to their respective organizational documents and indemnification agreements of the Company, if any, in existence on the date hereof with any D&O Indemnified Party. (b) For a period of six (6) years following after the ClosingClosing and at all times subject to applicable Law, (i) the Parent shall not (and shall not cause or permit any Group Company or any of the Parent’s other Subsidiaries or Affiliates to) amend or modify in any way adverse to the D&O Indemnified Parties, or to the beneficiaries thereof, the exculpation and indemnification provisions set forth in the organizational documents of the Group Companies and (ii) the Parent shall cause to be maintained in effect the Surviving Company to fulfill current policies of directors’ and honor in all respects the obligations officers’ liability insurance maintained by or on behalf of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers as of the Company date hereof (the “Company Indemnified Parties,” Current Policies”) (provided, that the Parent may substitute such policies with a substantially comparable insurer of at least the same coverage and each a “Company Indemnified Party”), pursuant amounts containing terms and conditions that are no less advantageous to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”insured) with respect to claims arising out of matters occurring from facts or events that occurred at or prior to the Effective TimeClosing; provided, however, that the Parent shall not be obligated to make annual premium payments for such insurance to the extent that such premiums exceed three hundred percent (300%) of the premiums paid as of the date hereof by or on behalf of the Company for the Current Policies (the “Premium Amount”), and if such premiums for such insurance would at any time exceed the Premium Amount, then the Parent shall cause to be maintained policies of insurance that provide the maximum coverage available at an annual premium equal to the Premium Amount. Notwithstanding the foregoing, prior to the Closing and in satisfaction of the Parent’s foregoing obligations under this Section 6.03, each of the Parent and the Company shall be subject permitted to purchase (at the Parent’s expense, and without duplication) a six (6) year “tail” prepaid directors’ and officers’ liability insurance policy (the “D&O Tail”), effective as of the Closing, providing, for a period of six (6) years after the Closing, the coverage and amounts, and terms and conditions, contemplated by the foregoing sentence of this Section 6.03(b); provided, that the Company shall not pay an aggregate amount for such D&O Tail in excess of the Premium Amount unless such excess amount is paid on behalf of the Company. From and after the Closing, the Parent shall (and/or shall cause the Group Companies or its other subsidiaries or Affiliates, as applicable, to) continue to honor its obligations under any limitations imposed by applicable Lawssuch insurance procured pursuant to this Section 6.03(b), and shall not cancel (or permit to be canceled) or take (or cause to be taken) any action or omission that would reasonably be expected to result in the cancellation thereof. (bc) Except as set forth in Section 6.4 belowThe Parent agrees to pay, Parent shall be under no obligation or to maintain the existence of cause the Surviving Company for or any specified period following the Effective Time; providedof its Subsidiaries to pay, howeverall expenses, including attorneys’ fees, that if may be incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.03. (d) If the Parent, the Surviving Company or any of their respective successors or assigns proposes to (i) consolidate with or merge into any other Person and the Parent or the Surviving Company shall not be dissolved the continuing or otherwise terminated without surviving corporation or entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made prior to or concurrently with the prior written consent consummation of Representative, such transaction so that the successors and assigns of the Parent or an Affiliate the Surviving Company, as the case may be, shall, from and after the consummation of Parent reasonably acceptable to Representative shall assume such transaction, honor the indemnification and other obligations set forth in this Section 6.3. This 6.03. (e) With respect to any indemnification obligations of the Parent and/or the Company pursuant to this Section 6.3: 6.03, Parent hereby acknowledges and agrees (i) that it and the Company shall be the indemnitors of first resort with respect to all indemnification obligations of Parent and/or the Company pursuant to this Section 6.03 (i.e., their obligations to an applicable D&O Indemnified Party are primary and any obligation of any other Person to advance expenses or to provide indemnification and/or insurance for the same expenses or Liabilities incurred by such D&O Indemnified Party are secondary) and (ii) that it irrevocably waives, relinquishes and releases any such other Person from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. (f) The provisions of this Section 6.03 shall survive the consummation of the Merger and the Effective Time; Time and (iii) is are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party and his or her successors, heirs and representatives; representatives and (iii) shall be binding on all successors and assigns of the Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent availableii) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party are in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant addition to, and subject not in substitution for, any other rights to the limitations set forth in, Article 10 hereofindemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification of Officers and Directors of the Company. (a) For a period of six years following From and after the ClosingEffective Time, Parent Buyer shall cause the Surviving Company Corporation to fulfill and honor in all respects the obligations of the Company pursuant to Persons any indemnification provisions under the articles of incorporation and bylaws of the Company as in effect on the date of this Agreement (the persons entitled to be indemnified pursuant to such provisions, and all other current and former directors and officers of the Company, being referred to collectively as the “D&O Indemnified Parties”). Buyer shall cause the articles of incorporation and bylaws of the Surviving Corporation to contain the provisions with respect to indemnification and exculpation from liability set forth in the Company’s articles of incorporation and bylaws on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party. (b) Without limiting the provisions of Section 5.6(a), during the period commencing from the Effective Time and ending on the sixth anniversary of the Effective Time, Buyer will indemnify and hold harmless each D&O Indemnified Party against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to (i) any action or omission or alleged action or omission in such D&O Indemnified Party’s capacity as a director, officer or employee of the Company or (ii) any of the transactions contemplated by this Agreement; provided, however, that if, at any time prior to the sixth anniversary of the Effective Time, any D&O Indemnified Party delivers to Buyer a written notice asserting a claim for indemnification under this Section 5.6(b), then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event of any such claim, action, suit, proceeding or investigation, (i) Buyer will have the right to control the defense thereof after the Effective Time, (ii) any counsel retained by the D&O Indemnified Parties with respect to the defense thereof for any period after the Effective Time must be reasonably satisfactory to Buyer, and (iii) after the Effective Time, Buyer will pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received; provided that in the event of a final nonappealable judicial determination that any D&O Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted to the Surviving Corporation); provided, further, that neither Buyer nor the Surviving Corporation, nor any D&O Indemnified Party, will be liable for any settlement effected without its, his or her express written consent. The D&O Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action unless counsel for any D&O Indemnified Party determines in good faith that, under applicable standards of professional conduct, a conflict exists or is reasonably likely to arise on any material issue between the positions of any two or more D&O Indemnified Parties. Notwithstanding anything to the contrary contained in this Section 5.6(b) or elsewhere in this Agreement, Buyer shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation for which indemnification may be sought under this Section 5.6 unless such settlement, compromise, consent or termination includes an unconditional release of all D&O Indemnified Parties from all liability arising out of such claim, action, suit, proceeding or investigation. (c) During the period commencing from the Effective Time and ending on the sixth anniversary of the Effective Time, Buyer shall maintain in effect the current level and scope of directors’ and officers’ liability insurance covering those persons who are currently covered by the Company’s current directors’ and officers’ liability insurance policy (a copy of which has been heretofore delivered to Buyer); provided, however, that Buyer shall have the right to substitute such current insurance policy with a policy of at least the same coverage with respect to matters occurring prior to the Effective Time on terms and conditions that are at least as beneficial to the beneficiaries of the Company’s current insurance policy. Notwithstanding the foregoing, (i) in lieu of maintaining the Company’s current insurance policy or obtaining a substitute insurance policy, Buyer shall have the right to obtain a “tail” policy on substantially the same terms and conditions as the current insurance policy with respect to claims arising out of acts or conduct occurring on or prior to the Effective Time are and (ii) in connection with maintaining such current insurance policy, obtaining any substitute insurance policy or were directors and/or officers obtaining any “tail” policy, Buyer shall not in any circumstance be required to expend in any one year any amounts in excess of 150% of the annual premium currently paid by the Company (the “Company Indemnified Parties,” and each for its current insurance policy; provided that Buyer shall be obligated to maintain or obtain an insurance policy or a “Company Indemnified Party”), pursuant to any indemnification provisions under tail” policy with the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and greatest coverage available for a cost not exceeding such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Effective Time; provided, however, that the foregoing obligations shall be subject to any limitations imposed by applicable Lawsamount. (bd) Except as set forth in Section 6.4 below, Parent shall be under no obligation to maintain the existence of Buyer and the Surviving Company for any specified period following the Effective Time; providedCorporation jointly and severally agree to pay all expenses, howeverincluding reasonable attorneys’ fees, that if may be incurred by the Surviving Company shall be dissolved or otherwise terminated without D&O Indemnified Parties in enforcing the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the indemnity and other obligations set forth provided for in this Section 6.3. 5.6. (e) This Section 6.3: (i) 5.6 shall survive the consummation of the Merger and the Effective Time; (ii) , is intended for to benefit and may be enforced by the benefit ofD&O Indemnified Parties, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent Buyer and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other ContractCorporation. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. (a) For a period of six years following From and after the ClosingEffective Time, Parent Purchaser shall and shall cause the Surviving Company Corporation to fulfill and honor in all respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents articles of incorporation, as amended, and bylaws (or similar organizational documents) of the Company as in effect on the date of this Agreement Date, and pursuant to any indemnification indemnity agreements between the Company 32 Confidential Treatment Requested and any current or former director, officer or agent as in effect on the date of this Agreement and listed on Schedule 3.15 of the Company Disclosure Schedule (the Persons entitled to be indemnified pursuant to such Company provisions, and all other current and former directors and officers of the Company, being referred to collectively as the “D&O Indemnified Parties”). Purchaser shall cause the articles of incorporation and bylaws of Merger Sub and the Surviving Corporation to contain the provisions with respect to indemnification and exculpation from liability at least as favorable to the D&O Indemnified Parties existing as set forth in the Company’s articles of incorporation, as amended, and bylaws on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party. (b) For six (6) years after the Effective Time, Purchaser shall maintain in effect the current level and scope of directors’ and officers’ liability insurance or a tail insurance policy of the same level or scope for the six (6) year period, in each case for the benefit of those Persons who are covered by the Company’s directors’ and officers’ liability insurance policy as of the Agreement Date, in each case, Effective Time (a copy of which have has been heretofore delivered or otherwise made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Effective TimePurchaser); provided, however, that the foregoing obligations in no event shall Purchaser be subject required to expend in any limitations imposed by applicable Laws. (b) Except as set forth one year an amount in Section 6.4 below, Parent shall be under no obligation to maintain the existence excess of 200% of the Surviving annual premium currently paid by the Company for any specified period following the Effective Timesuch insurance; and provided, howeverfurther, that if the Surviving Company annual premiums of such insurance coverage exceed such amount, Purchaser shall be dissolved or otherwise terminated without obligated to obtain a policy with the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth in this Section 6.3. greatest coverage available for a cost not exceeding such amount. (c) This Section 6.3: (i) 6.6 shall survive the consummation of the Merger and the Effective Time; (ii) , is intended for to benefit and may be enforced by the benefit ofCompany, Purchaser, the Surviving Corporation and the D&O Indemnified Parties, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent Purchaser and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other ContractCorporation. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. (a) For a Reasonably promptly and as soon as practicable following the Closing Date, the Company shall purchase and fully pay for an extended reporting period or “tail” insurance coverage for pre-Closing Liabilities of the Company Group’s respective directors, managers and officers (the “D&O Indemnified Parties”), which shall provide such D&O Indemnified Parties with coverage for six (6) years following the ClosingClosing Date (the “D&O Tail Policy”), to provide insurance coverage for events, acts or omissions occurring prior to the Closing for all Company D&O Indemnified Parties and such D&O Tail Policy shall contain terms, conditions, retentions and limits of liability that are at least equal to those provided under the Company Group’s current directors’, officers’ and mangers’ liability insurance policies, underwritten by the insurers of the current policies or one or more insurers with an A.M. Best rating no less than the A.M. Best rating of the insurers of the current policies. The Parent shall not, and shall cause the Surviving Company not to, take any action to fulfill eliminate the D&O Tail Policy. (b) From and honor for a period of six (6) years following the Effective Time, the Parent shall not, and shall cause the First-Step Surviving Corporation and the Surviving Company and its Operating Subsidiaries not to, amend, repeal or modify any provision in all respects the obligations organizational documents of the First-Step Surviving Corporation or the Surviving Company and its Operating Subsidiaries relating to Persons who on the exculpation, indemnification or advancement of expenses of any D&O Indemnified Party in a manner that would reasonably be expected to affect adversely in any material respect the rights of any D&O Indemnified Party to be indemnified, to the fullest extent permitted under applicable Law, pursuant to the Governing Documents of the Company, or as otherwise agreed by Contract with such D&O Indemnified Party as they existed prior to the Effective Time are Closing, against any costs or were directors and/or officers expenses (including attorneys’ fees and expenses of the Company (the “Company Indemnified Parties,” investigation, defense and each a “Company Indemnified Party”ongoing monitoring), pursuant to judgments, penalties, fines, losses, charges, demands, actions, suits, proceedings, settlements, assessments, deficiencies, Taxes, interest, obligations, damages, liabilities or amounts paid in settlement incurred in connection with any indemnification provisions under the Charter Documents as in effect on the Agreement Dateclaim, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Datewhether civil, in each casecriminal, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective TimeClosing to the extent relating to the fact that the D&O Indemnified Party was a manager or officer of the Company, whether asserted or claimed prior to, at or after the Closing. To the fullest extent permitted by Law, from and after the Closing, all rights to indemnification, as provided in the Organizational Documents of the Company Group in effect on the Closing Date, in favor of the D&O Indemnified Parties with respect to their activities on behalf of the Company Group prior to the Closing, shall survive the Closing and shall continue in full force and effect for a period of not less than six (6) years following the Closing; provided, however, that with respect to any claim for indemnification by any Buyer Indemnified Parties under Article VIII or other claims arising under this Agreement, none of the foregoing obligations Persons entitled to indemnification in accordance with this Section 6.03 shall be subject entitled to make any claim for indemnification or any right of contribution against any of the Parent, the First-Step Surviving Corporation, the Surviving Company, any Operating Subsidiary or any of their Affiliates by reason of the fact that such person was an employee, director, agent, manager or officer of any member of the Company Group with respect to any limitations imposed Losses claimed by applicable Lawsany of the Buyer Indemnified Parties against such D&O Indemnified Party in his or her capacity as an Indemnification Party pursuant to this Agreement. (bc) Except as set forth in Section 6.4 below, Parent shall be under no obligation to maintain the existence The provisions of the Surviving Company for any specified period following the Effective Time; provided, however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth in this Section 6.3. This Section 6.3: (i) 6.03 shall survive the consummation of the Merger and the Effective Time; Time and (iii) is are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party and his or her successors, heirs and representatives; representatives and (iiiii) shall be binding on all successors are in addition to, and assigns of Parent and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise. Notwithstanding anything in this Agreement to the Surviving Company. The Tail Policy will be contrary, the primary obligor for any claims by the Company Indemnified Parties obligations under this Section 6.36.03 shall not be terminated or modified in such a manner as to adversely affect any Buyer Indemnified Party to whom this Section 6.03 applies without the consent of such affected Buyer Indemnified Party, it being understood and agreed that the Company Buyer Indemnified Parties shall seek recovery from the Tail Policy (if and are intended to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contracthave rights of enforcement under this Agreement. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. (a) From and after the Closing, the Bank shall, and shall cause the Surviving Company and its Subsidiaries to, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director or employee of a the Company (each, a “D&O Indemnified Party”), against all Losses, claims, damages, costs, expenses, Liabilities or judgments or amounts that are paid in settlement of or in connection with any Action or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was an officer, director or employee of the Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) to the same extent that such Persons are indemnified or have the right to advancement of expenses as of the date hereof by the Company pursuant to its organizational documents and indemnification agreements, if any, in existence on the date hereof with any D&O Indemnified Party. (b) For a period of six (6) years following after the ClosingClosing and at all times subject to applicable Law, Parent (i) the Bank shall not (and shall not cause or permit the Surviving Company or its Subsidiaries to) amend or modify in any way adverse to fulfill the D&O Indemnified Parties, or to the beneficiaries thereof, the exculpation and honor indemnification provisions set forth in all respects the obligations organizational documents of either Surviving Company or its Subsidiaries and (ii) the Bank shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by or on behalf of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available date hereof (provided that the Bank may substitute such policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to Parent (the “Company Indemnification Obligations”insured) with respect to claims arising out of matters occurring from facts or events that occurred at or prior to the Effective TimeClosing. Notwithstanding the foregoing, prior to the Closing and in satisfaction of the Bank’s foregoing obligations under this Section 6.03, the Bank or the Surviving Company shall be permitted to purchase (at the Bank’s expense, and without duplication) a six (6) year “tail” prepaid directors’ and officers’ liability insurance policy (the “D&O Tail”), effective as of the Closing, providing, for a period of six (6) years after the Closing, the coverage and amounts, and terms and conditions, contemplated by the foregoing sentence of this Section 6.03(b); provided, however, that in no event shall the foregoing Bank be required to expend for such “tail” policy a premium amount in excess of an amount equal to 175% of the annual premiums paid by the Company for D&O Insurance in effect as of the date of this Agreement. From and after the Closing, the Bank shall (and/or shall cause the Surviving Company or its Subsidiaries to) continue to honor its obligations under any such insurance procured pursuant to this Section 6.03(b), and shall not cancel (or permit to be subject canceled) or take (or cause to be taken) any limitations imposed by applicable Lawsaction or omission that would reasonably be expected to result in the cancellation thereof. In connection with the foregoing, the Company agrees, in order for the Bank to fulfill its agreement, to provide the insurance carrier with such representations as such insurer may reasonably request with respect to the reporting of any prior claims. (bc) Except as set forth in Section 6.4 belowThe Parent and the Bank agree to pay, Parent shall be under no obligation or to maintain the existence of cause the Surviving Company for or any specified period following the Effective Time; providedof its Subsidiaries to pay, howeverall expenses, including attorneys’ fees, that if may be incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.03. (d) If the Parent, the Bank or the Surviving Company or any of their respective successors or assigns proposes to (i) consolidate with or merge into any other Person and the Parent or Surviving Company shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be dissolved made prior to or otherwise terminated without concurrently with the prior written consent consummation of Representativesuch transaction so that the successors and assigns of the Parent, Parent the Bank or an Affiliate the Surviving Company, as the case may be, shall, from and after the consummation of Parent reasonably acceptable to Representative shall assume such transaction, honor the indemnification and other obligations set forth in this Section 6.3. This 6.03. (e) With respect to any indemnification obligations of the Parent, the Bank and/or the Surviving Company pursuant to this Section 6.3: 6.03, each of the Parent and the Bank hereby acknowledges and agrees (i) that it and the Surviving Company shall be the indemnitors of first resort with respect to all indemnification obligations of the Parent, the Bank and/or the Surviving Company pursuant to this Section 6.03 (i.e., their obligations to an applicable D&O Indemnified Party are primary and any obligation of any other Person to advance expenses or to provide indemnification and/or insurance for the same expenses or Liabilities incurred by such D&O Indemnified Party are secondary) and (ii) that it irrevocably waives, relinquishes and releases any such other Person from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. (f) The provisions of this Section 6.03 shall survive the consummation of the Merger and the Effective Time; Time and (iii) is are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party and his or her successors, heirs and representatives; representatives and (iii) shall be binding on all successors and assigns of Parent the Parent, the Bank and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent availableii) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party are in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant addition to, and subject not in substitution for, any other rights to the limitations set forth in, Article 10 hereofindemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification of Officers and Directors of the Company. (a) For a period of six years following From and after the ClosingEffective Time, Parent shall cause the Surviving Company Corporation to fulfill and honor in all respects the obligations of the Company and any Company Subsidiary pursuant to Persons who on any agreement of the Company or any Company Subsidiary providing for the indemnification of its officers or directors (the current and former officers and directors of the Company or any Company Subsidiary, and all other persons entitled to be indemnified pursuant to such provisions or agreements, being referred to collectively as the “Indemnified Parties”). Parent shall cause the Articles of Incorporation of the Surviving Corporation to contain the provisions with respect to exculpation from liability set forth in the Company’s Articles of Incorporation immediately prior to the execution and delivery of this Agreement, and Parent shall not permit any of such provisions, or any provisions of the organizational documents of any Company Subsidiary, to be amended, repealed or otherwise modified after the Effective Time are or were directors and/or officers in any manner that could adversely affect the rights thereunder of any Indemnified Party. (b) From the Effective Time through the sixth anniversary of the Company (Effective Time, Parent shall cause the “Company Surviving Corporation to maintain in effect, for the benefit of the Indemnified Parties,” , the current level and each a “Company Indemnified Party”), pursuant to any indemnification provisions under scope of directors’ and officers’ liability insurance coverage as set forth in the Charter Documents as Company’s current directors’ and officers’ liability insurance policy in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out date of matters occurring at or prior to the Effective Timethis Agreement; provided, however, that in no event shall Parent or the foregoing obligations Surviving Corporation be required pursuant to this Section 5.8(b) to expend in any one year an amount in excess of 250% of the annual premium currently payable by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage exceed such amount, the Surviving Corporation shall be subject obligated to any limitations imposed by applicable Lawsobtain a policy with the greatest coverage available for a cost equal to such amount. (bc) Except as set forth in Section 6.4 belowIf Parent or the Surviving Corporation or any of the successors or assigns of Parent or the Surviving Corporation: (i) shall consolidate with or merge into any other Person 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 assets to any other Person, Parent then proper provisions shall be under no obligation to maintain made so that the existence successors and assigns of Parent or the Surviving Company for any specified period following Corporation (as the Effective Time; provided, however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative case may be) shall assume all of the obligations set forth in this Section 6.3. 5.8. (d) This Section 6.35.8: (i) shall survive the consummation of the Merger and the Effective Time; (ii) is intended for the benefit ofof each Indemnified Party, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3Corporation; and (iv) provides rights that are in addition to, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to not in substitution for, any other Contract. (c) Any amounts paid by Parent rights to indemnification or the Surviving Companycontribution or similar rights that any Indemnified Party, or any heir or representative of their respective successors any Indemnified Party, may have by contract or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.otherwise. sd-625790

Indemnification of Officers and Directors of the Company. (a) For a period of six years following From and after the ClosingEffective Time, Parent shall cause the Surviving Company Corporation to fulfill and honor in all respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents certificate of incorporation and bylaws of the Company as in effect on the date of this Agreement Date(the persons entitled to be indemnified pursuant to such provisions, and pursuant to any indemnification agreements between all other current and former directors and officers of the Company and such Company Indemnified Parties existing being referred to collectively as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification ObligationsIndemnified Parties”) ). Parent shall cause the certificate of incorporation and bylaws of Merger Sub and the Surviving Corporation to contain the provisions with respect to claims arising out indemnification and exculpation from liability set forth in Company’s certificate of matters occurring at incorporation and bylaws on the date of this Agreement, which provisions shall not be amended, repealed or prior to otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Party except as may be required by applicable law. (b) Without limiting the provisions of Section 6.6(a), during the period from the Effective Time until the sixth anniversary of the Effective Time, Parent will indemnify and hold harmless each Indemnified Party against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to (i) any action or omission or alleged action or omission in such Indemnified Party’s capacity as a director, officer or employee of the Company (regardless of whether such action or omission, or alleged action or omission, occurred prior to, on or after the Closing Date) or (ii) any of the transactions contemplated by this Agreement; provided, however, that if, at any time prior to the foregoing obligations shall be subject to any limitations imposed by applicable Laws. (b) Except as set forth in Section 6.4 below, Parent shall be under no obligation to maintain the existence sixth anniversary of the Surviving Company for any specified period following the Effective Time, any Indemnified Party delivers to Parent a written notice asserting a claim for indemnification under this Section 6.6(b), then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved; and further provided that no Indemnified Party shall be entitled to indemnification pursuant to this Section 6.6 with respect to any costs or expenses, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement resulting from any actions or omissions or alleged actions or omissions by such Indemnified Party for which it has been finally determined that such Indemnified Party is not entitled to such indemnification under applicable law. In the event of any such claim, action, suit, proceeding or investigation, (x) Parent will have the right to control the defense thereof after the Effective Time, (y) any counsel retained by the Indemnified Parties with respect to the defense thereof for any period after the Effective Time must be reasonably satisfactory to Parent, and (z) after the Effective Time, Parent will pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received (provided that in the event of a final non-appealable judicial determination that any Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted to the Surviving Corporation); provided, however, that if neither Parent nor the Surviving Company shall Corporation will be dissolved liable for any settlement effected without its, his or otherwise terminated without her express written consent. The Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action unless counsel for any Indemnified Party determines in good faith that, under applicable standards of professional conduct, a conflict exists or is reasonably likely to arise on any material issue between the prior written consent positions of Representative, Parent any two or an Affiliate of Parent reasonably acceptable more Indemnified Parties. Notwithstanding anything to Representative shall assume the obligations set forth contrary contained in this Section 6.3. 6.6(b) or elsewhere in this Agreement, Parent shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation for which indemnification may be sought under this Section 6.6 without the consent of each Indemnified Party (which shall not be unreasonably withheld or delayed) unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action, suit, proceeding or investigation. (c) Parent and the Surviving Corporation jointly and severally agree to pay all expenses, including attorneys’ fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.6. (d) This Section 6.3: (i) 6.6 shall survive the consummation of the Merger and the Effective Time; (ii) , is intended for to benefit and may be enforced by the benefit of, Indemnified Parties and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other ContractCorporation. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. (a) For a period of six (6) years following after the Closing, Parent shall cause the Surviving Corporation and each other Group Company to fulfill indemnify, defend and honor in all respects the obligations hold harmless, and provide advancement of the Company to Persons expenses to, each Person who on is now, or has been at any time prior to the Effective Time are date hereof or were directors and/or officers who becomes prior to the Closing, an officer, director or employee of the a Group Company (the “Company Indemnified Parties,” and each each, a “Company D&O Indemnified Party”), pursuant against all Losses, claims, damages, costs, expenses, Liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, Action or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was an officer, director or employee of a Group Company, and pertaining to any indemnification provisions under the Charter Documents as in effect on the Agreement Datematter existing or occurring, and pursuant to or any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Dateacts or omissions occurring, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Effective Time; providedClosing, howeverwhether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) (a “D&O Action”) to the same extent that such Persons are indemnified or have the foregoing obligations shall be subject right to advancement of expenses as of the date hereof by the Group Companies pursuant to their respective Organizational Documents and indemnification agreements of the Company, if any, in existence on the date hereof with any limitations imposed by applicable LawsD&O Indemnified Party. (b) Except Prior to the Closing, the Company shall obtain a six (6) year “tail” prepaid directors’ and officers’ liability insurance policy (the “D&O Tail”), effective as set forth in Section 6.4 belowof the Closing, providing, for a period of six (6) years after the Closing, the coverage and amounts, and terms and conditions, of the current policies of directors’ and officers’ liability (and fiduciary) insurance maintained by or on behalf of the Company as of the date hereof. From and after the Closing, Parent shall (and/or shall cause the Group Companies or its other Subsidiaries or Affiliates, as applicable, to) continue to honor its obligations under any such insurance procured pursuant to this Section 6.02(b), and shall not cancel (or permit to be under no obligation canceled) or take (or cause to maintain be taken) any action or omission that would reasonably be expected to result in the existence of cancellation thereof. The costs and expenses incurred prior to the Surviving Company for any specified period following Closing in connection with obtaining the Effective Time; provided, however, that if the Surviving Company D&O Tail shall be dissolved or otherwise terminated treated as Transaction Expenses hereunder. (c) No D&O Indemnified Party shall settle any D&O Action without the prior written consent of Representative, Parent or an Affiliate the Surviving Corporation (which such consent shall not be unreasonably withheld, conditioned or delayed). (d) If Parent, the Surviving Corporation or any of their respective successors or assigns proposes to (i) consolidate with or merge into any other Person and Parent or the Surviving Corporation shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made prior to or concurrently with the consummation of such transaction so that the successors and assigns of Parent reasonably acceptable to Representative shall assume or the Surviving Corporation, as the case may be, shall, from and after the consummation of such transaction, honor the indemnification and other obligations set forth in this Section 6.3. This 6.02. (e) With respect to any indemnification obligations of Parent and/or the Company pursuant to this Section 6.3: 6.02, Parent hereby acknowledges and agrees that it and the Company shall be the indemnitors of first resort with respect to all indemnification obligations of Parent and/or the Company pursuant to this Section 6.02 (ii.e., their obligations to an applicable D&O Indemnified Party are primary and any obligation of any other Person to advance expenses or to provide indemnification and/or insurance for the same expenses or Liabilities incurred by such D&O Indemnified Party are secondary). (f) The provisions of this Section 6.02 shall survive the consummation of the Merger and the Effective Time; Time and (iii) is are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party Party, and his or her successors, heirs and representatives; Representatives and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, Corporation and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent availableii) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party are in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant addition to, and subject not in substitution for, any other rights to the limitations set forth in, Article 10 hereofindemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification of Officers and Directors of the Company. (a) For a period of six years following From and after the ClosingEffective Time, Parent shall Purchaser will and will cause the Surviving Company Corporation to fulfill and honor in all respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents certificate of incorporation and bylaws (or similar organizational documents) of the Company as in effect on the date of this Agreement Date, and pursuant to any indemnification indemnity agreements between the Company and any Person as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such Company Indemnified Parties existing as provisions, and all other current and former directors and officers of the Agreement DateCompany, in each case, which have been made available being referred to Parent (collectively as the “Company Indemnification ObligationsD&O Indemnified Parties”) ). Purchaser will cause the certificate of incorporation and bylaws of Merger Sub and the Surviving Corporation to contain the provisions with respect to claims arising out of matters occurring indemnification and exculpation from liability at or prior least as favorable to the D&O Indemnified Parties as set forth in the Company’s certificate of incorporation and bylaws on the date of this Agreement, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time; provided, however, Time in any manner that would adversely affect the foregoing obligations shall be subject to rights thereunder of any limitations imposed by applicable LawsD&O Indemnified Party. (b) Except as set forth in Section 6.4 belowAt or prior to the Closing, Parent shall be under no obligation to maintain the existence of the Surviving Company for any specified period following the Effective Time; provided, however, that if the Surviving Company shall obtain and fully pay for a “tail” directors’ and officers’ liability and fiduciary liability insurance policy with a claims period of at least six years from and after the Closing Date, specifically covering the D&O Indemnified Parties, and from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage at the same levels as the Company’s existing policies. The Company shall bear the cost of such D&O Insurance, and such costs, to the extent not paid prior to the Closing, will be dissolved or otherwise terminated without included in the prior written consent determination of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth in this Section 6.3. Specified Transaction Expenses. (c) This Section 6.3: (i) shall 7.6 will survive the consummation of the Merger and the Effective Time; (ii) , is intended for to benefit and may be enforced by the benefit ofCompany, Purchaser, the Surviving Corporation and the D&O Indemnified Parties, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent Purchaser and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other ContractCorporation. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. (a) From and after the Closing, the Parent shall, and shall cause the Surviving Company and each of their respective Subsidiaries to, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director or employee of a Group Company (each, a “D&O Indemnified Party”), against all Losses, claims, damages, costs, expenses, Liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, Action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was an officer, director or employee of a Group Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) to the same extent that such Persons are indemnified or have the right to advancement of expenses as of the date hereof by the Group Companies pursuant to their respective organizational documents and indemnification agreements of the Company, if any, in existence on the date hereof with any D&O Indemnified Party. (b) For a period of six (6) years following after the ClosingClosing and at all times subject to applicable Law, the Parent shall not (and shall not cause or permit any Group Company or any of the Parent’s other Subsidiaries or Affiliates to) amend or modify in any way adverse to the D&O Indemnified Parties, or to the beneficiaries thereof, the exculpation and indemnification provisions set forth in the organizational documents of the Group Companies as of the date hereof. Each of Parent and the D&O Indemnified Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any investigation of, any litigation, claim or proceeding in respect of which such D&O Indemnified Party is being indemnified hereunder and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (c) The Parent agrees to pay, or to cause the Surviving Company or any of its Subsidiaries to fulfill pay, all expenses, including attorneys’ fees, that may be incurred by the D&O Indemnified Parties in enforcing the indemnity and honor other obligations provided for in all respects the obligations of the Company to Persons who on this Section 6.03. (d) At or prior to Closing, the Effective Time are or were directors and/or officers of the Company Parent shall purchase and pay in full a six (6) year “tail” prepaid directors’ and officers’ liability insurance policy (the “Company Indemnified Parties,” and each a “Company Indemnified PartyD&O Tail”), pursuant effective as of the Closing, providing, for a period of six (6) years after the Closing (including with respect to any indemnification provisions under acts or omissions occurring in connection with this Agreement and the Charter Documents as transactions contemplated hereby, including the Merger), with coverage and amounts no less favorable to the D&O Indemnified Parties than those of such policies in effect on the Agreement Datedate hereof. From and after the Closing, the Parent shall (and/or shall cause the Group Companies or its other subsidiaries or Affiliates, as applicable, to) continue to honor its obligations under any such insurance procured pursuant to this Section 6.03(d), and pursuant shall not cancel (or permit to be canceled) or take (or cause to be taken) any action or omission that would reasonably be expected to result in the cancellation thereof. (e) If the Parent, the Surviving Company or any of their respective successors or assigns proposes to (i) consolidate with or merge into any other Person and the Parent or the Surviving Company shall not be the continuing or Surviving Company or entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any indemnification agreements between the Company Person, then, and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been proper provision shall be made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to or concurrently with the Effective Time; provided, however, consummation of such transaction so that the foregoing obligations shall be subject to any limitations imposed by applicable Laws. (b) Except as set forth in Section 6.4 below, Parent shall be under no obligation to maintain the existence successors and assigns of the Surviving Company for any specified period following the Effective Time; provided, however, that if Parent or the Surviving Company shall be dissolved or otherwise terminated without Company, as the prior written consent case may be, shall, from and after the consummation of Representativesuch transaction, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume honor the indemnification and other obligations set forth in this Section 6.3. This 6.03. (f) The provisions of this Section 6.3: (i) 6.03 shall survive the consummation of the Merger and the Effective Time; Time and (iii) is are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party Party, and his or her successors, heirs and representatives; representatives and (iii) shall be binding on all successors and assigns of the Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent availableii) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party are in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant addition to, and subject not in substitution for, any other rights to the limitations set forth in, Article 10 hereofindemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification of Officers and Directors of the Company. (a) For a period of six (6) years following after the Closing, Parent shall, and shall cause the Acquired Companies (including, after the Closing, the Surviving Company Company) to, to fulfill the fullest extent permitted by applicable Laws, indemnify, defend and honor in all respects hold harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior to the obligations Closing Date, an officer, manager, director or employee of the Acquired Companies (each, a “D&O Indemnified Party”), against all losses, claims, damages, costs, expenses, Liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, Legal Proceeding, suit, action or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was an officer, director or employee of any of the Acquired Companies, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) to the same extent that such Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Acquired Companies pursuant to their respective Charter Documents and indemnification agreements of the Company, if any, in existence on the date of this Agreement with any D&O Indemnified Party. The foregoing covenants under this Section 5.06(a) shall not apply to any claim or matter that relates to a willful or intentional breach of a representation, warranty, or covenant made by the Company in connection with this Agreement or the Transactions. (b) For a period of six (6) years after the Closing (or for such longer period until the resolution of any then-pending claims or Legal Proceedings) and at all times subject to Persons who applicable Laws, Parent shall not, and shall not cause or permit the Acquired Companies (including, after the Closing, the Surviving Company) to, amend or modify in any way adverse to the D&O Indemnified Parties, or to the beneficiaries thereof, the exculpation and indemnification provisions set forth in the Charter Documents of the Acquired Companies. (c) As of the Closing, the Company shall, at its sole expense, obtain a six (6) year “tail” prepaid directors’ and officers’ liability insurance policy, effective as of the Closing (“D&O Tail”), with a reporting period of six (6) years after the Closing covering events, acts and omissions occurring before the Closing Date, and with coverage and amounts, and terms and conditions that are acceptable to Parent. The premium for the D&O Tail shall be paid by the Company on or prior to the Effective Time are Closing, and Parent shall maintain such D&O Tail in effect for the full term thereof. (d) If Parent or were directors and/or officers any of the Acquired Companies (including, after the Closing, the Surviving Company) or any of their respective successors or assigns proposes to (i) consolidate with or merge into any other Person and Parent or the applicable Acquired Company shall not be the continuing or surviving corporation or entity in such consolidation or merger or (the “Company Indemnified Parties,” ii) transfer all or substantially all of its properties and each a “Company Indemnified Party”), pursuant assets to any indemnification provisions under the Charter Documents as in effect on the Agreement DatePerson, then, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (proper provision shall be made, including by the “Company Indemnification Obligations”) with respect to claims arising out inclusion of matters occurring at or appropriate covenants in the applicable definitive agreements, prior to or concurrently with the Effective Time; provided, however, consummation of such transaction so that the foregoing obligations shall be subject to any limitations imposed by applicable Laws. (b) Except as set forth in Section 6.4 below, Parent shall be under no obligation to maintain the existence successors and assigns of the Surviving Company for any specified period following the Effective Time; provided, however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate such Acquired Company, as the case may be, shall, from and after the consummation of Parent reasonably acceptable to Representative shall assume such transaction, honor the indemnification and other obligations set forth in this Section 6.3. This 5.06. (e) With respect to any indemnification obligations of Parent and/or the Acquired Company (including, after the Closing, the Surviving Company) pursuant to this Section 6.3: 5.06, Parent hereby acknowledges and agrees (i) shall survive the consummation of the Merger that it and the Effective Time; Acquired Companies shall be the indemnitors of first resort with respect to all indemnification obligations of Parent and/or the Acquired Companies pursuant to this Section 5.06 (i.e., their obligations to an applicable D&O Indemnified Party are primary and any obligation of any other Person to advance expenses or to provide indemnification and/or insurance for the same expenses or Liabilities incurred by such D&O Indemnified Party are secondary) and (ii) is that it irrevocably waives, relinquishes and releases any such other Person from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. (f) The provisions of this Section 5.06 (i) are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party and his his, her or her their successors, heirs and representatives; representatives (each of whom shall be an express intended third party beneficiary hereof) and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be Acquired Companies (including, after the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3Closing, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party ) and (ii) are in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant addition to, and subject not in substitution for, any other rights to the limitations set forth in, Article 10 hereofindemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification of Officers and Directors of the Company. For six (a6) For a period of six years following the Closing, Parent shall cause the Surviving Company to fulfill from and honor in all respects the obligations of the Company to Persons who on or prior to after the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Dateor, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out case of matters occurring at or prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved), Parent shall indemnify and hold harmless each individual who as of the date hereof is a director or officer of the Company (an "Indemnified Person") for and against all losses, expenses and liabilities that such person incurs or may incur based upon or relating to facts, events and/or matters existing or occurring prior to or at the Effective Time (including in connection with the Merger or the consummation thereof), to the same extent as provided in (or permitted by) the Company's Articles of Incorporation and/or Bylaws, in each case, as in effect on the date of this Agreement; provided, however, that Parent shall not be required to indemnify or hold harmless any Indemnified Person in connection with any proceeding (or portion thereof) to the foregoing obligations extent (but only to such extent) involving any claim initiated by any Indemnified Person (or any spouse or member of such Indemnified Person's family, or a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of such Indemnified Person's spouse or members of such Indemnified Person's family, or a trust for such Indemnified Person's own self) unless such proceeding is brought by such Indemnified Person solely to enforce rights under this Section 5.20. As used herein, the word "family" shall be subject include any spouse, lineal ancestor or descendent, step-child, brother or sister. The Bylaws of the Surviving Corporation shall contain provisions identical with respect to any limitations imposed by applicable Laws. (b) Except as indemnification to those set forth in Article VII, Section 6.4 below, Parent shall be under no obligation to maintain 1 of the existence Company's Bylaws as in effect on the date of this Agreement and the Charter of the Surviving Corporation shall contain provisions identical with respect to indemnification as those set forth in Article IV.B of the Articles of Incorporation of the Company as in effect as of the date of this Agreement and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any specified period following manner that would adversely affect any of the rights of indemnification of persons covered thereby immediately before the Effective Time; provided, however, that if . Subject to all of the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth foregoing provisions in this Section 6.3. This Section 6.3: (i) shall survive the consummation of the Merger 5.20, from and after the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each person who as of the date of this Agreement is a director and/or officer of the Company Indemnified Party and his who becomes a director and/or officer of Parent or her heirs and representatives; and any of its subsidiaries (iiiincluding the Surviving Corporation) shall (in addition to that which they are and shall be binding on all successors and assigns entitled pursuant to the foregoing provisions of this Section) have indemnification rights (with respect to their capacities as directors or officers of Parent or any of its subsidiaries (including the Surviving Corporation) at or after the Effective Time) to the extent provided in the Certificate of Incorporation or similar governing documents of Parent and its subsidiaries (including the Surviving Company. The Tail Policy will be Corporation), as in effect from time to time after the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other ContractEffective Time. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. (a) For a period Buyer and Merger Sub agree that all rights to indemnification, advancement of six years following expenses and exculpation by the ClosingCompany now existing in favor of each individual who is now, Parent shall cause or has been at any time prior to the Surviving Company to fulfill and honor in all respects the obligations date hereof an officer or director of the Company and its Subsidiaries (each an “Indemnified Party”) as provided in the Company Charter or the bylaws of the Company, in each case as in effect on the date of this Agreement, or pursuant to Persons who any other agreements in effect on the date hereof and disclosed in Schedule 3.9, will be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and will survive the Merger and will remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim. (b) For six years after the Effective Time, to the fullest extent permitted under applicable Law, Buyer and the Surviving Corporation (the “Indemnifying Parties”) will indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, fees, expenses, judgments and fines arising in whole or in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time (including in connection with the transactions contemplated by this Agreement), and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, judgments and fines as such expenses are incurred, subject to the Surviving Corporation’s receipt of an undertaking by such Indemnified Party to repay such legal and other fees and expenses paid in advance if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified under applicable Law; provided, however, that the Surviving Corporation will not be liable for any settlement effected without the Surviving Corporation’s prior written consent (which consent will not be unreasonably withheld or were delayed). (c) The Surviving Corporation will, and Buyer will cause the Surviving Corporation to, (i) maintain in effect for a period of six years after the Effective Time, if available, the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Effective Time (provided that the Surviving Corporation may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and/or and officers of the Company (and its Subsidiaries when compared to the “insurance maintained by the Company Indemnified Parties,” and each a “Company Indemnified Party”as of the date hereof), pursuant or (ii) obtain as of the Effective Time “tail” insurance policies with a claims period of six years from the Effective Time with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, directors and pursuant to any indemnification agreements between officers of the Company and such Company Indemnified Parties existing as of the Agreement Dateits Subsidiaries, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) case with respect to claims arising out of matters occurring or relating to events which occurred before or at or prior to the Effective TimeTime (including in connection with the transactions contemplated by this Agreement); provided, however, that in no event will the foregoing obligations shall Surviving Corporation be subject required to any limitations imposed by applicable Lawsexpend more than $9,000 per year as the annual premium for such coverage. If such insurance coverage cannot be obtained at an annual premium equal to or less than $9,000, the Surviving Corporation will obtain, and Buyer will cause the Surviving Corporation to obtain, that amount of directors’ and officers’ insurance (or “tail” coverage) obtainable for an annual premium equal to $9,000. (bd) Except as set forth in The obligations of Buyer and the Surviving Corporation under this Section 6.4 below, Parent shall be under no obligation to maintain 5.10 will survive the existence consummation of the Surviving Company for Merger and will not be terminated or modified in such a manner as to adversely affect any specified period following Indemnified Party to whom this Section 5.10 applies without the Effective Time; providedconsent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 5.10 applies will be third party beneficiaries of this Section 5.10, howevereach of whom may enforce the provisions of this Section 5.10). (e) In the event Buyer, that if the Surviving Company shall Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other individual and will not be dissolved the continuing or otherwise terminated without surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any individual, then, and in either such case, proper provision will be made so that the prior written consent successors and assigns of RepresentativeBuyer or the Surviving Corporation, Parent or an Affiliate as the case may be, will assume all of Parent reasonably acceptable to Representative shall assume the obligations set forth in this Section 6.35.10. This Section 6.3: (i) shall survive the consummation The agreements and covenants contained herein will not be deemed to be exclusive of the Merger and the Effective Time; (ii) any other rights to which any Indemnified Party is entitled, whether pursuant to Law, contract or otherwise. Nothing in this Agreement is intended for the benefit ofto, and will be enforceable byconstrued to or will release, each Company Indemnified Party waive or impair any rights to directors’ and his officers’ insurance claims under any policy that is or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by has been in existence with respect to the Company Indemnified Parties under or its officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) 5.10 is not prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Companyto, or in substitution for, any of their respective successors or assigns, to such claims under any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereofpolicies.

Indemnification of Officers and Directors of the Company. (a) For a period If the Closing occurs, Parent shall cause all rights to indemnification and all limitations on liability existing in favor of six years following any employee, officer, director, managing member or manager of any of the Group Companies, in each case that is an individual (collectively, the “Company Indemnitees”), as provided in the Organizational Documents of the applicable Group Company to survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by Parent after the Closing. The obligations of Parent under this Section 9.01(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 9.01(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 9.01(a) applies shall be third party beneficiaries of this Section 9.01(a)). If the Closing occurs, Parent shall cause the Surviving Company to fulfill and honor in pay all respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant expenses to any indemnification provisions under Company Indemnitee incurred in successfully enforcing the Charter Documents as indemnity or other obligations provided for in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Effective Time; provided, however, that the foregoing obligations shall be subject to any limitations imposed by applicable Lawsthis Section 9.01(a). (b) Except as set forth In the event Parent, the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets or stock or other equity interests to any Person, then and in Section 6.4 beloweach such case, Parent shall ensure that proper provision shall be under no obligation to maintain made so that the existence successors and assigns of Parent or the Surviving Company for any specified period following Company, as the Effective Time; providedcase may be (or their respective successors and assigns), however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth in this Section 6.3. This Section 6.3: (i) shall survive the consummation of the Merger and the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract9.01. (c) Any amounts paid by Parent The Company shall, or shall cause its Affiliates to, obtain at its or their expense a “tail” directors’ and officers’ liability insurance policy, effective for a period of at least six years from the Surviving CompanyClosing Date, for the benefit of the Group Companies or any of their respective successors officers and directors, as the case may be, with respect to claims arising from facts or assigns, to any Company Indemnified Party in respect events that occurred on or before the Closing Date. Fifty percent (50%) of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) cost of the insurance policy shall be deemed Damages recoverable out treated as a Company Transaction Expense and fifty percent (50%) of the Holdback Amount or from cost of the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereofinsurance policy shall be treated as a Parent Transaction Expense.

Indemnification of Officers and Directors of the Company. For six (a6) For a period of six years following the Closing, Parent shall cause the Surviving Company to fulfill from and honor in all respects the obligations of the Company to Persons who on or prior to after the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Dateor, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out case of matters occurring at or prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved), Parent shall indemnify and hold harmless each individual who as of the date hereof is a director or officer of the Company (an "INDEMNIFIED PERSON") for and against all losses, expenses and liabilities that such person incurs or may incur based upon or relating to facts, events and/or matters existing or occurring prior to or at the Effective Time (including in connection with the Merger or the consummation thereof), to the same extent as provided in (or permitted by) the Company's Articles of Incorporation and/or Bylaws, in each case, as in effect on the date of this Agreement; providedPROVIDED, howeverHOWEVER, that Parent shall not be required to indemnify or hold harmless any Indemnified Person in connection with any proceeding (or portion thereof) to the foregoing obligations extent (but only to such extent) involving any claim initiated by any Indemnified Person (or any spouse or member of such Indemnified Person's family, or a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of such Indemnified Person's spouse or members of such Indemnified Person's family, or a trust for such Indemnified Person's own self) unless such proceeding is brought by such Indemnified Person solely to enforce rights under this Section 5.20. As used herein, the word "family" shall be subject include any spouse, lineal ancestor or descendent, step-child, brother or sister. The Bylaws of the Surviving Corporation shall contain provisions identical with respect to any limitations imposed by applicable Laws. (b) Except as indemnification to those set forth in Article VII, Section 6.4 below, Parent shall be under no obligation to maintain 1 of the existence Company's Bylaws as in effect on the date of this Agreement and the Charter of the Surviving Corporation shall contain provisions substantially similar in effect with respect to indemnification as those set forth in Article IV.B of the Articles of Incorporation of the Company as in effect as of the date of this Agreement and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any specified period following manner that would adversely affect any of the rights of indemnification of persons covered thereby immediately before the Effective Time; provided, however, that if . Subject to all of the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth foregoing provisions in this Section 6.3. This Section 6.3: (i) shall survive the consummation of the Merger 5.20, from and after the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each person who as of the date of this Agreement is a director and/or officer of the Company Indemnified Party and his who becomes a director and/or officer of Parent or her heirs and representatives; and any of its subsidiaries (iiiincluding the Surviving Corporation) shall (in addition to that which they are and shall be binding on all successors and assigns entitled pursuant to the foregoing provisions of this Section) have indemnification rights (with respect to their capacities as directors or officers of Parent or any of its subsidiaries (including the Surviving Corporation) at or after the Effective Time) to the extent provided in the Certificate of Incorporation or similar governing documents of Parent and its subsidiaries (including the Surviving Company. The Tail Policy will be Corporation), as in effect from time to time after the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other ContractEffective Time. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. (a) From and after the Closing and notwithstanding any amendment occurring after the Closing without the consent of the applicable D&O Indemnified Party, Parent shall, or shall cause the Surviving Company to, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director or employee of a Group Company (each, a “D&O Indemnified Party”), in each case, to the same extent that such Persons are indemnified or have the right to advancement of expenses as of the date hereof by the Group Companies pursuant to their respective organizational documents in existence on the date hereof or indemnification agreements of the Company set forth in Schedule 6.03(a). (b) For a period of six (6) years following after the ClosingClosing and at all times subject to applicable Law, Parent shall cause the Surviving Company shall cause to fulfill and honor in all respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents as be maintained in effect on the Agreement Date, current policies of directors’ and pursuant to any indemnification agreements between officers’ liability insurance maintained by the Company and such Company Indemnified Parties existing Group Companies as of the Agreement Date, date hereof (provided that the Parent or the Surviving Company may substitute such policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured in each case, which have been made available to Parent (the “Company Indemnification Obligations”any material respect) with respect to claims arising out of matters occurring at from facts or events that occurred prior to the Effective Time; providedClosing. Notwithstanding the foregoing, howeverprior to the Closing and in satisfaction of the Parent’s foregoing obligations under this Section 6.03, that each of the Parent and the Company, if so elected by the Parent, shall be permitted to purchase (at the Parent’s expense, and without duplication) a six (6) year “tail” prepaid directors’ and officers’ liability insurance policy, effective as of the Closing, providing, for a period of six (6) years after the Closing, the coverage and amounts, and terms and conditions, contemplated by the foregoing sentence of this Section 6.03(b). If the Parent elects to purchase a “tail” directors’ and officers’ liability insurance policy, the Group Companies shall provide reasonable assistance, including by obtaining quotations for such “tail,” and reasonable cooperation in providing any information or documentation necessary for the procurement of such “tail,” as requested by the Parent. From and after the Closing, Parent shall, and shall cause the Group Companies to, continue to honor its obligations (as applicable) under any such insurance procured pursuant to this Section 6.03(b), and shall not take (or cause to be subject taken) any action or omission that would reasonably be expected to any limitations imposed by applicable Lawsresult in the cancellation thereof. (bc) Except as set forth in Section 6.4 below, Parent shall be under no obligation to maintain the existence of the The Surviving Company for or any specified period following the Effective Time; providedof its Subsidiaries shall pay all reasonable out-of-pocket expenses, howeverincluding reasonable attorneys’ fees, that if are incurred by the Surviving Company shall be dissolved or otherwise terminated without D&O Indemnified Parties in enforcing the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the indemnity and other obligations set forth in this Section 6.3. This Section 6.3: 6.03. (d) If the Surviving Company or any of its successors or assigns proposes to (i) consolidate with or merge into any other Person and the Surviving Company shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made prior to or concurrently with the consummation of such transaction so that the successors and assigns of the Surviving Company shall, from and after the consummation of such transaction, assume the indemnification and other obligations set forth in this Section 6.03. (e) With respect to any indemnification obligations of the Parent and/or Surviving Company pursuant to this Section 6.03, Parent and the Surviving Company shall be the indemnity of first resort with respect to all indemnification obligations of the Surviving Company pursuant to this Section 6.03 (i.e., their obligations to an applicable D&O Indemnified Party are primary and any obligation of any other Person to advance expenses or to provide indemnification and/or insurance for the same expenses or Liabilities incurred by such D&O Indemnified Party are secondary). (f) The provisions of this Section 6.03 shall survive the consummation of the Merger and the Effective Time; Time and (iii) is are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party Party, and his or her heirs and representatives; representatives and (iii) shall be binding on all successors and assigns of the Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent availableii) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party are in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant addition to, and subject not in substitution for, any other rights to the limitations set forth in, Article 10 hereofindemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification of Officers and Directors of the Company. (a) a. For a period of six (6) years following after the ClosingClosing and at all times subject to applicable Law, the Parent shall cause the Surviving Company to fulfill indemnify, defend and honor in all respects the obligations hold harmless, and provide advancement of the Company to Persons expenses to, each Person who on is now, or has been at any time prior to the Effective Time are date hereof or were directors and/or officers who becomes prior to the Closing, an officer or director of the a Group Company (the “Company Indemnified Parties,” and each each, a “Company D&O Indemnified Party”), pursuant against all Losses in connection with any claim, Action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was an officer or director of a Group Company, and pertaining to any indemnification provisions under matter existing or occurring, or any acts or omissions occurring, at or prior to the Charter Documents as Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in effect on connection with the approval of this Agreement Date, and pursuant the consummation of the Transactions) to any indemnification agreements between the Company and same extent that such Company Indemnified Parties existing Persons are indemnified or have the right to advancement of expenses as of the Agreement Datedate hereof by the Group Companies pursuant to their respective organizational documents and indemnification agreements of the Company, if any, in each caseexistence on the date hereof with any D&O Indemnified Party. b. For a period of six (6) years after the Closing and at all times subject to applicable Law, (i) the Parent shall not (and shall not cause or permit any Group Company or any of the Parent’s other Subsidiaries or Affiliates to) amend or modify in any way adverse to the D&O Indemnified Parties, or to the beneficiaries thereof, the exculpation and indemnification provisions set forth in the organizational documents of the Group Companies (except (x) as required by applicable Law or (y) unless the provisions as so amended, repealed or modified in connection with a restructuring in which have been made available the governing documents of the surviving company include substantially equivalent exculpation or indemnification provisions with respect to such acts for the benefit of such persons), and (ii) the Parent shall (unless a “tail” policy is obtained by Parent or the Company pursuant to the next sentence) cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by or on behalf of the Company as of the date hereof (the “Company Indemnification ObligationsCurrent Policies”) (provided that the Parent may substitute such policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims arising out of matters occurring from facts or events that occurred at or prior to the Effective TimeClosing; provided, however, that the Parent shall not be obligated to make annual premium payments for such insurance to the extent that such premiums exceed two hundred percent (200%) of the annual premiums paid as of the date hereof by or on behalf of the Company for the Current Policies (the “Premium Amount”), and if such premiums for such insurance would at any time exceed the Premium Amount, then the Parent shall cause to be maintained policies of insurance that provide the maximum coverage available at an annual premium equal to the Premium Amount. Notwithstanding the foregoing, prior to the Closing and in satisfaction of the Parent’s obligations under clause (ii) of the preceding sentence of this Section 7.02, the Parent may obtain, and if the Parent does not obtain, the Company shall obtain (at the Parent’s expense, and without duplication) a six (6) year “tail” prepaid directors’ and officers’ liability insurance policy (the “D&O Tail”), effective as of the Closing, providing, for a period of six (6) years after the Closing, the coverage and amounts, and terms and conditions, contemplated by the foregoing sentence of this Section 7.02(b); provided that the Company shall not pay an aggregate amount for such D&O Tail in excess of the Premium Amount. If such premiums for such D&O Tail would require an expenditure that exceeds the Premium Amount, then the Parent or the Company may obtain, in satisfaction of the foregoing, a policy with the greatest coverage available for a cost not exceeding such amount. From and after the Closing, the Parent shall (and/or shall cause the Group Companies or its other subsidiaries or Affiliates, as applicable, to) continue to honor its obligations under any such insurance procured pursuant to this Section 7.02(b), and shall not cancel (or permit to be canceled) or take (or cause to be taken) any action or omission that would reasonably be expected to result in the cancellation thereof. c. If the Company or any of its successors or assigns proposes to (i) consolidate with or merge into any other Person and the Company shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be subject made prior to any limitations imposed by applicable Laws. (b) Except as set forth in Section 6.4 below, Parent shall be under no obligation to maintain or concurrently with the existence consummation of such transaction so that the successors and assigns of the Surviving Company for any specified period following shall, from and after the Effective Time; providedconsummation of such transaction, however, that if honor the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the indemnification and other obligations set forth in this Section 6.3. This 7.02. d. The provisions of this Section 6.3: (i) 7.02 shall survive the consummation of the Merger Acquisition and the Effective Time; Closing and (iii) is are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party Party, and his or her successors, heirs and representatives; representatives and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent availableii) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party are in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant addition to, and subject not in substitution for, any other rights to the limitations set forth in, Article 10 hereofindemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification of Officers and Directors of the Company. (a) For a period of six (6) years following the Closing, Parent shall cause the Surviving Company Corporation to fulfill maintain in effect in the Surviving Corporation’s organizational documents the provisions regarding limitation of liability and honor in all respects the obligations indemnification of the Company to Persons who on current or prior to the Effective Time are or were directors and/or former directors, officers of the Company and employees (the “Company Indemnified Parties,” ”) and each a “the advancement of expenses incurred contained in the certificates of incorporation, bylaws or other organizational documents, as applicable, immediately prior to the Closing and shall honor and fulfill to the fullest extent permitted by applicable law such limitation of liability, indemnification and advancement obligations. (b) The Company Indemnified Party”)has made arrangements to purchase, pursuant and to any indemnification provisions under the Charter Documents as extent not in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement DateClosing, Parent shall cause the Company to purchase (such purchase, in each caseany event, to be a Company Transaction Expense), with an effective period of six (6) years following the Closing, and Parent shall cause the Surviving Corporation to maintain (or cause to be maintained), in effect, either (i) the current policy of directors’ and officers’ liability insurance maintained by the Company (provided, that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which have been made available are no less advantageous in any material respect to Parent (the “Company Indemnification Obligations”insured parties thereunder) with respect to claims arising out of matters occurring from facts or events that occurred at or prior before the Closing (including consummation of the Transactions) or (ii) a run off (i.e., “tail”) policy or endorsement with respect to the Effective Time; providedcurrent policy of directors’ and officers’ liability insurance covering claims asserted within six (6) years after the Closing arising from facts or events that occurred at or before the Closing (including consummation of the Transactions). Such policies or endorsements shall name as insureds thereunder all present and former directors and officers of the Company and the Surviving Corporation. From and following the Closing Date, howeverParent shall cause the Surviving Corporation to abide by and honor the Surviving Corporation’s contractual obligations, that the foregoing obligations shall be subject if any, to provide directors’ and officers’ liability insurance to any limitations imposed by applicable Lawsother person, to the extent of such contractual obligation. (bc) Except as set forth If Parent or the Surviving Corporation or any of the successors or assigns of Parent or the Surviving Corporation (i) shall consolidate with or merge into any other Person 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, and in Section 6.4 beloweach such case, Parent proper provisions shall be under no obligation to maintain made so that the existence successors and assigns of Parent or the Surviving Company for any specified period following Corporation (as the Effective Time; provided, however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative case may be) shall assume all of the obligations set forth in this Section 6.34.6. This Section 6.34.6: (iA) shall survive the consummation of the Merger and the Effective Time; (iiB) is intended for the benefit of, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iiiC) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for Corporation; and (D) provides rights that are in addition to, and not in substitution for, any claims by the other rights to indemnification or contribution that any Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving CompanyParty, or any heir or representative of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amountsParty, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount may have by contract or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereofotherwise.

Indemnification of Officers and Directors of the Company. (a) For a Prior to the Closing, the Company may purchase, at its expense, an extended reporting period endorsement that is acceptable to the Representative (the “Tail Insurance Policy”) under the Company’s existing directors’ and officers’ liability insurance coverage (including employment practices and fiduciary liability insurance) for the benefit of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director or employee of the Company or any of its Subsidiaries or is acting in any similar capacity for another Person at the request of or for the benefit of any Group Company, or to the beneficiaries thereof that shall provide such Persons with coverage for six (6) years following the Closing, Parent shall cause Closing of not less than the Surviving Company existing coverage and having other terms no less favorable to fulfill the insured Persons thereunder than the directors’ and honor in all respects the obligations of officers’ liability insurance coverage presently maintained by the Company to Persons who on for acts or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters omissions occurring at or prior to the Effective Time; providedClosing Date. Provided that all fees and costs related thereto are paid by the Representative, howeverfollowing the Closing, that the foregoing obligations Parent shall cause the Tail Insurance Policy to remain in full force and effect and shall not cause or permit any Affiliate thereof to, amend, waive, modify or otherwise alter the terms thereof, except as may be subject to any limitations imposed required by applicable LawsLaw. Nothing in this Section 6.03(a) shall obligate the Parent to incur any cost or expense in connection with maintaining the Tail Insurance Policy as provided herein. (b) Except as set forth in Section 6.4 belowIf the Parent, Parent shall be under no obligation to maintain the existence of the Surviving Company for or any specified period following of their respective successors or assigns proposes to (i) consolidate with or merge into any other Person and the Effective Time; provided, however, that if Parent or the Surviving Company shall not be dissolved the continuing or otherwise terminated without surviving corporation or entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made prior to or concurrently with the prior written consent consummation of Representative, such transaction so that the successors and assigns of the Parent or an Affiliate the Surviving Company, as the case may be, shall, from and after the consummation of Parent reasonably acceptable to Representative shall assume such transaction, honor the indemnification and other obligations set forth in this Section 6.3. This 6.03. (c) The provisions of this Section 6.3: (i) 6.03 shall survive the consummation of the Merger and the Effective Time; Time and (iii) is are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party Party, and his or her successors, heirs and representatives; representatives and (iii) shall be binding on all successors and assigns of the Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent availableii) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party are in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant addition to, and subject not in substitution for, any other rights to the limitations set forth in, Article 10 hereofindemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification of Officers and Directors of the Company. (a) For a period of six years following From and after the ClosingEffective Time, Parent shall cause the Surviving Company Corporation to fulfill and honor in all respects the obligations of the Company pursuant to Persons who the Company Charter Documents and the Indemnification Agreements with each of the Founders which are set forth on Section 6.12(a) of the Company Disclosure Letter (the current and former officers and directors of the Company, and all other persons entitled to be indemnified pursuant to such provisions or agreements, being referred to collectively as the “D&O Indemnified Parties”). For a period of six (6) years following the Effective Time, Parent shall cause the Certificate of Incorporation of the Surviving Corporation to contain provisions with respect to exculpation from liability that are at least as favorable to the D&O Indemnified Parties as the provisions set forth in the Company’s Amended and Restated Certificate of Incorporation immediately prior to the execution and delivery of this Agreement, and for a period of six (6) years following the Effective Time are Parent shall not permit any of such provisions to be amended, repealed or were directors and/or officers otherwise modified after the Effective Time in any manner that could adversely affect the rights thereunder of the Company (the “Company Indemnified Parties,” and each a “Company any Indemnified Party”). For the avoidance of doubt, pursuant the provisions with respect to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing exculpation from liability contained as of the Agreement Date, date hereof in each case, which have been made available to Parent (Parent’s Restated Certificate of Incorporation and the “Company Indemnification Obligations”) with respect to claims arising out Merger Sub’s Certificate of matters occurring at or prior to Incorporation are as least as favorable as those contained in the Effective Time; provided, however, that the foregoing obligations shall be subject to any limitations imposed by applicable LawsCompany’s Amended and Restated Certificate of Incorporation. (b) Except as set forth in Without limiting the effect of Section 6.4 below6.12(a), Parent shall be under no obligation to maintain during the existence period commencing on the Closing Date and ending on the sixth anniversary of the Surviving Company for any specified period following the Effective Time; provided, howeverParent shall, that if or shall cause the Surviving Corporation to, indemnify and hold harmless each D&O Indemnified Party (in each case, to the extent such D&O Indemnified Party is entitled to indemnification by the Company as of the date of this Agreement pursuant to the Company’s Amended and Restated Certificate of Incorporation, by-laws or an indemnification agreement) against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, demands, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to any action or omission or alleged action or omission by such D&O Indemnified Party in his or her capacity as a director, officer or employee of the Company (regardless of whether such action or omission, or alleged action or omission, occurred prior to, on or after the date of this Agreement). (c) If Parent or the Surviving Corporation or any of the successors or assigns of Parent or the Surviving Corporation: (i) shall consolidate with or merge into any other Person 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 assets to any other Person, then proper provisions shall be dissolved or otherwise terminated without made so that the prior written consent successors and assigns of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative the Surviving Corporation (as the case may be) shall assume all of the obligations set forth in this Section 6.3. 6.12. (d) This Section 6.36.12: (i) shall survive the consummation of the Merger and the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each Company D&O Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3Corporation; and (iv) provides rights that are in addition to, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to not in substitution for, any other Contract. (c) Any amounts paid by Parent rights to indemnification or the Surviving Companycontribution or similar rights that any D&O Indemnified Party, or any heir or representative of their respective successors any Indemnified Party, may have by contract or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereofotherwise.

Indemnification of Officers and Directors of the Company. (a) For Subject to any limitations imposed from time to time under Applicable Law, for a period of six years following [*] from and after the ClosingEffective Time, Parent shall cause the Surviving Company Corporation to fulfill indemnify (including the advancement of expenses) and honor in hold harmless all respects the obligations past and present officers and directors of the Company to Persons who on or prior the same extent such individuals are entitled to indemnification by the Company pursuant to the Effective Time are Company Organizational Documents, employment agreements and/or indemnification agreements identified in Section 6.7 of the Company Disclosure Schedule, each as in effect as of the date of this Agreement, for any costs or were expenses (including attorneys’ fees and expenses), judgments, fines, Losses, claims, settlements, damages or Liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to acts or omissions of such individuals in their capacities as directors and/or or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring that occurred at or prior to the Effective Time. If the “tail policy” referred to in the following sentence is not commercially available, Parent shall cause to be maintained in effect for not less than [*] after the Effective Time any policy of directors’ and officers’ liability insurance maintained by the Company as of the Effective Time with respect to matters occurring prior to the Effective Time (the “Current Policies”); provided, however, that Parent may substitute therefor policies of insurance providing for substantially the foregoing obligations same coverage as the Current Policies containing terms and conditions no less favorable in the aggregate to any person covered by such Current Policies than the terms and conditions of the Current Policies. Notwithstanding anything to the contrary in this Section 6.7(a), Parent shall not be required to pay in any year, an annual premium in excess of [*] of the last annual premium paid by the Company for the Current Policies. The Company shall purchase (if commercially available) a [*] prepaid “tail policy” for any policy of directors’ and officers’ liability insurance maintained by the Company as of the Effective Time with respect to matters occurring prior to the Effective Time, which shall provide such directors and officers with coverage of not less than the existing coverage under, and have other terms not materially less favorable to the insured persons than the terms of, such insurance policy. This Section 6.7 shall survive the consummation of the Merger, and is intended to be for the benefit of, and shall be subject enforceable by, all past and present officers and directors of the Company, their respective heirs and personal representatives and shall be binding upon Parent and the Surviving Corporation. The obligations of Parent and the Surviving Corporation under this Section 6.7 shall not be terminated or modified in such a manner as to adversely affect any limitations imposed by applicable Lawsindemnitee to whom this Section 6.7 applies without the express written consent of such affected indemnitee. (b) Except as set forth If Parent, the Surviving Corporation or any of their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of their Assets and IP Rights to any person, then, and in Section 6.4 beloweach such case, Parent to the extent necessary, proper provision shall be under no obligation to maintain made so that the existence successors and assigns of Parent or the Surviving Company for any specified period following Corporation, as the Effective Time; providedcase may be, however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth in this Section 6.3. This Section 6.3: (i) shall survive the consummation of the Merger and the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract6.7. (c) Any amounts paid by Parent or Parent, for a period of [*] years from and after the Effective Time, shall cause the organizational documents of the Surviving Company, or any of their respective successors or assigns, Corporation to any Company Indemnified Party in respect contain provisions no less favorable to the officers and directors of the Company Indemnification Obligations with respect to limitation of Liabilities of directors and indemnification of directors and officers than are set forth as of the date of this Agreement in the Company Organizational Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the officers and directors of the Company. (such amounts, “d) The rights of each past and present officer and director of the Company Indemnification Obligation Payments”) under this Section 6.7 shall be deemed Damages recoverable out of the Holdback Amount or from in addition to any rights such individual may have under the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereofOrganizational Documents or under any Applicable Law.

Indemnification of Officers and Directors of the Company. (a) For Prior to the Effective Time, the Company shall procure, bind and pay in full all premiums for a tail insurance coverage policy (the “Tail Insurance Coverage”) for the benefit of the officers and directors who, as of the Closing Date, are covered by the Company’s and its Subsidiaries’ currently effective directors’, managers’ and officers’ liability insurance policy held by the Company (such persons, the “D&O Indemnified Parties”), which shall provide the D&O Indemnified Parties with coverage in respect of acts or omissions occurring at or prior to the Effective Time in such individual’s capacity as such for a period of six (6) years following the ClosingEffective Time in an amount not less than, and that shall have other terms not materially less favorable to the D&O Indemnified Parties than, the directors’ and officers’ liability insurance coverage presently maintained by the Company (for and on behalf of it and its Subsidiaries). Parent shall cause the Surviving Company to fulfill maintain any such Tail Insurance Coverage in full force and effect and continue to honor in all respects the obligations thereunder until the sixth anniversary of the Company Effective Time. (b) From the Closing until the sixth anniversary of the Effective Time (but with respect to Persons who claims for indemnification made by any D&O Indemnified Party on or prior to the sixth anniversary of the Effective Time are or were directors and/or officers of Time, such period shall extend until the final resolution thereof), Parent (i) agrees to cause the Company (and its Subsidiaries to honor in accordance with their terms the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter of their respective Organizational Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) date hereof with respect to claims arising out indemnification of matters the D&O Indemnified Parties for any acts or omissions occurring at or prior to the Effective Time; provided, however, that the foregoing obligations shall be subject to any limitations imposed by applicable Laws. (b) Except as set forth Closing in Section 6.4 below, Parent shall be under no obligation to maintain the existence of the Surviving Company for any specified period following the Effective Time; provided, however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth in this Section 6.3. This Section 6.3: (i) shall survive the consummation of the Merger and the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent availableof their capacities as D&O Indemnified Parties (and not as shareholders or equity holders) and agrees such rights shall not be modified or amended in a manner materially adverse to such D&O Indemnified Parties for any acts or omissions occurring at or prior to seeking recourse from Parent the Closing except as required by Law, unless such modification or amendment expands the rights of D&O Indemnified Parties to indemnification and (ii) shall cause the Surviving Company pursuant and its Subsidiaries to, to any other Contract. the fullest extent that the Surviving Company or its Subsidiaries would have been permitted to indemnify such D&O Indemnified Party under applicable Law and their Organizational Documents, (cA) Any indemnify and hold harmless the D&O Indemnified Parties against all D&O Expenses (as defined below) and all Damages, claims, judgments and amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in settlement in respect of any threatened, pending or completed claim, action or proceeding, whether criminal, civil, administrative or investigative, based on or arising out of or relating to the fact that such Person is or was a director or officer of any of the Company Indemnification Obligations and its Subsidiaries or arising out of acts or omissions occurring on or prior to the Closing (such amounts, a “Company Indemnification Obligation PaymentsD&O Indemnifiable Claim”) shall be deemed Damages recoverable out and (B) advance to such D&O Indemnified Parties all D&O Expenses incurred in connection with any D&O Indemnifiable Claim promptly after receipt of statements therefor; provided that, the Holdback Amount former director, officer or from the Company Members directly pursuant to, and subject manager to the limitations set forth in, Article 10 hereof.whom such expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a court of competent jurisdiction that such D&O Indemnified Party is not entitled to such

Indemnification of Officers and Directors of the Company. (a) For a period of six years following From and after the ClosingEffective Time, Parent shall cause the Surviving Company Corporation to fulfill and honor in all respects the obligations of the Company and any Company Subsidiary pursuant to Persons who on any agreement of the Company or any Company Subsidiary providing for the indemnification of its officers or directors (the current and former officers and directors of the Company or any Company Subsidiary, and all other persons entitled to be indemnified pursuant to such provisions or agreements, being referred to collectively as the “Indemnified Parties”). Parent shall cause the Articles of Incorporation of the Surviving Corporation to contain the provisions with respect to exculpation from liability set forth in the Company’s Articles of Incorporation immediately prior to the execution and delivery of this Agreement, and Parent shall not permit any of such provisions, or any provisions of the organizational documents of any Company Subsidiary, to be amended, repealed or otherwise modified after the Effective Time are or were directors and/or officers in any manner that could adversely affect the rights thereunder of any Indemnified Party. (b) From the Effective Time through the sixth anniversary of the Company (Effective Time, Parent shall cause the “Company Surviving Corporation to maintain in effect, for the benefit of the Indemnified Parties,” , the current level and each a “Company Indemnified Party”), pursuant to any indemnification provisions under scope of directors’ and officers’ liability insurance coverage as set forth in the Charter Documents as Company’s current directors’ and officers’ liability insurance policy in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out date of matters occurring at or prior to the Effective Timethis Agreement; provided, however, that in no event shall Parent or the foregoing obligations Surviving Corporation be required pursuant to this Section 5.8(b) to expend in any one year an amount in excess of 250% of the annual premium currently payable by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage exceed such amount, the Surviving Corporation shall be subject obligated to any limitations imposed by applicable Lawsobtain a policy with the greatest coverage available for a cost equal to such amount. (bc) Except as set forth in Section 6.4 belowIf Parent or the Surviving Corporation or any of the successors or assigns of Parent or the Surviving Corporation: (i) shall consolidate with or merge into any other Person 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 assets to any other Person, Parent then proper provisions shall be under no obligation to maintain made so that the existence successors and assigns of Parent or the Surviving Company for any specified period following Corporation (as the Effective Time; provided, however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative case may be) shall assume all of the obligations set forth in this Section 6.3. 5.8. (d) This Section 6.35.8: (i) shall survive the consummation of the Merger and the Effective Time; (ii) is intended for the benefit ofof each Indemnified Party, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3Corporation; and (iv) provides rights that are in addition to, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to not in substitution for, any other Contract. (c) Any amounts paid by Parent rights to indemnification or the Surviving Companycontribution or similar rights that any Indemnified Party, or any heir or representative of their respective successors any Indemnified Party, may have by contract or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereofotherwise.

Indemnification of Officers and Directors of the Company. (a) Prior to the Closing, the Company shall (at its sole cost and expense, which shall be a Company Transaction Expense) purchase a six (6) year "tail" prepaid directors' and officers' liability insurance policy (the "D&O Tail Policy"), effective as of the Closing, providing, for a period of six (6) years after the Closing, the coverage and amounts, and terms and conditions comparable to those of the current policies of directors' and officers' liability insurance maintained by or on behalf of the Company immediately prior to Closing. From and after the Closing, Acquiror shall (and/or shall cause the Group Companies, the Surviving Blockers or their other subsidiaries or Affiliates, as applicable, to) continue to honor their obligations under any such insurance procured pursuant to this Section 5.4, and shall not cancel (or permit to be canceled) or take (or cause to be taken) any action or omission that would reasonably be expected to result in the cancellation thereof. From and after the Closing until the sixth (6th) anniversary thereof, Surviving Company and Surviving Blockers and each of their respective Subsidiaries shall, and Acquirer shall cause each of the Surviving Blockers and the Surviving Company and each of their respective Subsidiaries to, honor all rights to advancement and indemnification of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director, manager or employee of a Group Company or a Blocker (each, a "D&O Indemnified Party"), with regard to acts or omissions occurring at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) to the extent such rights currently exist as of the date hereof with the Group Companies or the applicable Blocker(s) pursuant to their respective organizational documents and indemnification contracts with any D&O Indemnified Party, to the extent listed on Schedule 5.4(a). (b) For a period of six (6) years following after the ClosingClosing and at all times subject to applicable Law, Parent Acquiror shall not (and shall not cause or permit any Group Company, any Surviving Blocker, the Surviving Company or any of Acquiror's other Subsidiaries or Affiliates to), amend or modify the exculpation and indemnification provisions set forth in the organizational documents of the Group Companies, the Company or the Blockers, as applicable, immediately prior to fulfill Closing in any way that would negatively affect the rights of the D&O Indemnified Parties with regard to alleged pre-Closing acts or omissions, without the consent of all of the D&O Indemnified Parties whose rights are negatively affected in any material respect by such amendments or modifications. (c) Notwithstanding anything contained in this Section 5.4, any contract, or any organizational document, no D&O Indemnified Party will have the right to indemnification or advancement pursuant to this Section 5.4 to the extent any Acquiror Indemnified Party is asserting a claim against such Person for indemnification under Section 8.2. (d) With respect to any indemnification obligations of Acquiror, the Surviving Blockers and/or the Company pursuant to this Section 5.4, Acquiror hereby acknowledges and honor in agrees (i) that the Surviving Blockers and the Company shall be the indemnitors of first resort with respect to all respects the indemnification obligations of the Company to Persons who on or prior to the Effective Time are or were directors Surviving Blockers and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to this Section 5.4 (i.e., their obligations to an applicable D&O Indemnified Party are primary and any obligation of any other Person to advance expenses or to provide indemnification provisions under and/or insurance for the Charter Documents as same expenses or Liabilities incurred by such D&O Indemnified Party are secondary) and (ii) that it irrevocably waives, relinquishes and releases any such other Person (other than any insurer or bond issuer) from any and all claims for contribution, subrogation or any other recovery of any kind in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Effective Time; provided, however, that the foregoing obligations shall be subject to any limitations imposed by applicable Lawsthereof. (be) Except as set forth in Section 6.4 below, Parent shall be under no obligation to maintain the existence The provisions of the Surviving Company for any specified period following the Effective Time; provided, however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth in this Section 6.3. This Section 6.3: (i) 5.4 shall survive the consummation of the Merger Mergers and the Effective Time; Closing and (iii) is are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party and his or her successors and heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent Acquiror, the Surviving Blockers and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent availableii) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party are in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant addition to, and subject not in substitution for, any other rights to the limitations set forth in, Article 10 hereofindemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification of Officers and Directors of the Company. (a) For a period If the Closing occurs, Parent shall cause all rights to indemnification and all limitations on liability existing in favor of six years following any employee, officer, director, managing member or manager of any of the Group Companies, in each case that is an individual (collectively, the “Company Indemnitees”), as provided in the Organizational Documents of the applicable Group Company to survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by Parent after the Closing. The obligations of Parent under this Section 9.01(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 9.01(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 9.01(a) applies shall be third party beneficiaries of this Section 9.01(a)). If the Closing occurs, Parent shall cause the Surviving Company to fulfill and honor in pay all respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant expenses to any indemnification provisions under Company Indemnitee incurred in successfully enforcing the Charter Documents as indemnity or other obligations provided for in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Effective Time; provided, however, that the foregoing obligations shall be subject to any limitations imposed by applicable Lawsthis Section 9.01(a). (b) Except as set forth In the event Parent, the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets or stock or other equity interests to any Person, then and in Section 6.4 beloweach such case, Parent shall ensure that proper provision shall be under no obligation to maintain made so that the existence successors and assigns of Parent or the Surviving Company for any specified period following Company, as the Effective Time; providedcase may be (or their respective successors and assigns), however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth in this Section 6.3. This Section 6.3: (i) shall survive the consummation of the Merger and the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract9.01. (c) Any amounts paid by Parent The Company shall, or shall cause its Affiliates to, obtain at its or their expense a “tail” directors’ and officers’ liability insurance policy, effective for a period of at least six (6) years from the Surviving CompanyClosing Date, for the benefit of the Group Companies or any of their respective successors officers and directors, as the case may be, with respect to claims arising from facts or assigns, to any Company Indemnified Party in respect events that occurred on or before the Closing Date. Fifty percent of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) cost of the insurance policy shall be deemed Damages recoverable out treated as a Company Transaction Expense and fifty percent of the Holdback Amount or from cost of the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereofinsurance policy shall be treated as a Parent Transaction Expense.

Indemnification of Officers and Directors of the Company. (a) For a period of six years following From and after the ClosingEffective Time, Parent Purchaser shall and shall cause the Surviving Company Corporation to fulfill and honor in all respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents articles of incorporation, as amended, and bylaws (or similar organizational documents) of the Company as in effect on the date of this Agreement Date, and pursuant to any indemnification indemnity agreements between the Company and any current or former director, officer or agent as in effect on the date of this Agreement and listed on Schedule 3.15 of the Company Disclosure Schedule (the Persons entitled to be indemnified pursuant to such Company provisions, and all other current and former directors and officers of the Company, being referred to collectively as the “D&O Indemnified Parties”). Purchaser shall cause the articles of incorporation and bylaws of Merger Sub and the Surviving Corporation to contain the provisions with respect to indemnification and exculpation from liability at least as favorable to the D&O Indemnified Parties existing as set forth in the Company’s articles of incorporation, as amended, and bylaws on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party. (b) For six (6) years after the Effective Time, Purchaser shall maintain in effect the current level and scope of directors’ and officers’ liability insurance or a tail insurance policy of the same level or scope for the six (6) year period, in each case for the benefit of those Persons who are covered by the Company’s directors’ and officers’ liability insurance policy as of the Agreement Date, in each case, Effective Time (a copy of which have has been heretofore delivered or otherwise made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Effective TimePurchaser); provided, however, that the foregoing obligations in no event shall Purchaser be subject required to expend in any limitations imposed by applicable Laws. (b) Except as set forth one year an amount in Section 6.4 below, Parent shall be under no obligation to maintain the existence excess of 200% of the Surviving annual premium currently paid by the Company for any specified period following the Effective Timesuch insurance; and provided, howeverfurther, that if the Surviving Company annual premiums of such insurance coverage exceed such amount, Purchaser shall be dissolved or otherwise terminated without obligated to obtain a policy with the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth in this Section 6.3. greatest coverage available for a cost not exceeding such amount. (c) This Section 6.3: (i) 6.6 shall survive the consummation of the Merger and the Effective Time; (ii) , is intended for to benefit and may be enforced by the benefit ofCompany, Purchaser, the Surviving Corporation and the D&O Indemnified Parties, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent Purchaser and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other ContractCorporation. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. (a) From and after the Closing, Purchaser shall cause each Group Company to, to the fullest extent permitted by applicable Law, honor the obligations of the Group Companies to indemnify, defend and hold harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director, manager or employee of a Group Company (each, a “D&O Indemnified Party”), against all losses, claims, damages, costs, expenses, Liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, Action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was an officer, director, manager or employee of a Group Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) to the same extent that such Persons are indemnified or have the right to advancement of expenses as of the date hereof pursuant to the respective organizational documents of any Group Company or pursuant to the indemnification agreements to which such Persons are a party, if any, in existence on the date hereof and as set forth on Schedule 6.03(a). (b) For a period of six (6) years following after the ClosingClosing and at all times subject to applicable Law, Parent Purchaser shall not (and shall not cause the Surviving or permit any Group Company to fulfill and honor or any of Purchaser’s other Subsidiaries or Affiliates to) amend or modify in all respects the obligations of the Company to Persons who on or prior any way adverse to the Effective Time are or were directors and/or officers of the Company (the “Company D&O Indemnified Parties,” , or to the beneficiaries thereof, the exculpation and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Effective Time; provided, however, that the foregoing obligations shall be subject to any limitations imposed by applicable Laws. (b) Except as set forth in Section 6.4 below, Parent shall be under no obligation to maintain the existence organizational documents of the Surviving Company for any specified period following the Effective Time; provided, however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth in this Section 6.3. This Section 6.3: (i) shall survive the consummation of the Merger and the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other ContractGroup Companies. (c) Any amounts paid by Parent or Prior to the Surviving CompanyClosing Seller shall purchase (at Purchaser’s expense, or any of their respective successors or assignsnot to exceed $100,000) a six (6) year “tail” prepaid and noncancellable directors’ and officers’ liability insurance policy, to any Company Indemnified Party in respect effective as of the Company Indemnification Obligations Closing, providing for a period of six (such 6) years after the Closing, substantially similar coverage and amounts, “Company Indemnification Obligation Payments”and containing terms and conditions that are no less advantageous to the insured, than the comparable policy(ies) currently maintained by the Group Companies, US Seller and/or Seller. From and after the Closing, Purchaser shall be deemed Damages recoverable out of (and/or shall cause the Holdback Amount or from the Company Members directly Group Companies to) continue to honor its obligations under any such insurance procured pursuant toto this Section 6.03(c), and subject shall not cancel (or permit to be canceled) or take (or cause to be taken) any action or omission that would reasonably be expected to result in the limitations set forth incancellation thereof. In the event of any covered matters or noticeable circumstances thereunder, Article 10 hereofSeller, US Seller, Purchaser and US Purchaser shall cooperate in order to allow access to that tail coverage by the Group Companies and their insureds.

Indemnification of Officers and Directors of the Company. (a) For Prior to the Effective Time, the Company shall purchase an extended reporting period endorsement under the Group Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Tail Policy”) for the Group Company’s directors and officers, which shall provide such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Group Companies. The Company shall maintain the D&O Tail Policy for a period of six (6) years following from the ClosingEffective Time. (b) The Parent agrees that all rights to indemnification, Parent shall cause advancement of expenses and exculpation from Liability for acts or omissions occurring on or prior to the Surviving Company to fulfill and honor Effective Time now existing in all respects the obligations favor of the Company to Persons individuals or entities who on or prior to the Effective Time are were directors, officers, managers or were directors and/or officers employees of the Company Group Companies or another Person, if such individual or entity is or was serving as a director, officer, manager or employee of such other Person at the request of the Group Companies or any member of the Group Companies (the “Company D&O Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to as provided in any member of the Group Companies’ organizational documents (including the Organizational Documents) or indemnification provisions under the Charter Documents as agreements, in effect on at the Agreement Date, Closing and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent Parent, shall survive the Closing, shall continue in full force and effect in accordance with their respective terms and shall not be amended, repealed or otherwise modified for a period of not less than six (6) years from the “Company Indemnification Obligations”) with respect to claims arising out Effective Time in any manner that would adversely affect the rights thereunder of matters occurring individuals or entities who at or at any time prior to the Effective Time; providedTime were directors, howeverofficers, that managers, employees or agents of the foregoing obligations shall be subject Group Companies or otherwise entitled to any limitations imposed by indemnification pursuant to applicable LawsLaw, such organizational documents (including the Organizational Documents) or indemnification agreements. (bc) Except as set forth The Parent hereby acknowledges that the D&O Indemnified Parties may have certain rights to indemnification, advancement of expenses and/or insurance provided by other Persons. The Parent hereby agrees that (i) following the Closing, the Parent and the Group Companies are the indemnitor of first resort (i.e., their obligations to the D&O Indemnified Parties are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or Liabilities incurred by any such D&O Indemnified Party are secondary), and (ii) the Parent and the Group Companies irrevocably waive, relinquish and release such other Persons from any and all claims against any such other Persons for contribution, subrogation or any other recovery of any kind in Section 6.4 below, Parent shall be under no obligation to maintain the existence respect thereof. Each of the Surviving Company Parent and the Group Companies further agree that no advancement or payment by any of such other Persons on behalf of any such D&O Indemnified Party with respect to any claim for which such D&O Indemnified Party has sought indemnification from any specified period following member of the Effective Time; provided, however, Group Companies shall affect the foregoing and such other Persons shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such D&O Indemnified Party against any member of the Group Companies. (d) In the event that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate the Group Companies or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, the Parent reasonably acceptable or the Group Companies shall take all necessary action so that the successors or assigns of the Parent or the Group Companies, as the case may be, shall succeed to Representative shall assume the obligations set forth in this Section 6.3. This 6.01. (e) The provisions of this Section 6.3: (i) shall survive the consummation of the Merger and the Effective Time; (ii) is 6.01 are intended to be for the benefit of, and will shall be enforceable by, each Company Indemnified Party and Person entitled to indemnification under this Section 6.01 or his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party are in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant addition to, and subject not in substitution for, any other rights to the limitations set forth inindemnification or contribution that any such Person may have, Article 10 hereofwhether pursuant to contract, law or otherwise.

Indemnification of Officers and Directors of the Company. (a) From and after the Closing, the Parent shall, and shall cause the Surviving Company and each of their respective Subsidiaries to, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director or employee of a Group Company (each, a “D&O Indemnified Party”), against all losses, claims, damages, costs, expenses, Liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, Action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was an officer, director or employee of a Group Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) to the same extent that such Persons are indemnified or have the right to advancement of expenses as of the date hereof by the Group Companies pursuant to their respective organizational documents and indemnification agreements of the Company, if any, in existence on the date hereof with any D&O Indemnified Party. (b) For a period of six (6) years following after the ClosingClosing and at all times subject to applicable Law, (i) the Parent shall not (and shall not cause or permit any Group Company or any of the Parent’s other Subsidiaries or Affiliates to) amend or modify in any way adverse to the D&O Indemnified Parties, or to the beneficiaries thereof, the exculpation and indemnification provisions set forth in the organizational documents of the Group Companies and (ii) the Parent shall cause to be maintained in effect the Surviving Company to fulfill current policies of directors’ and honor in all respects the obligations officers’ liability insurance maintained by or on behalf of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers as of the Company date hereof (the “Company Indemnified Parties,” Current Policies”) (provided, that the Parent may substitute such policies with a substantially comparable insurer of at least the same coverage and each a “Company Indemnified Party”), pursuant amounts containing terms and conditions that are no less advantageous to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”insured) with respect to claims arising out of matters occurring from facts or events that occurred at or prior to the Effective Time; providedClosing. Notwithstanding the foregoing, howeverprior to the Closing and in satisfaction of the Parent’s foregoing obligations under this Section 6.03, that the Parent shall be permitted to purchase (at the Parent’s expense) a six (6) year “tail” prepaid directors’ and officers’ liability insurance policy, effective as of the Closing, providing, for a period of six (6) years after the Closing, the coverage and amounts, and terms and conditions, contemplated by the foregoing sentence of this Section 6.03(b). From and after the Closing, the Parent shall (and/or shall cause the Group Companies or its other subsidiaries or Affiliates, as applicable, to) continue to honor its obligations under any such insurance procured pursuant to this Section 6.03(b), and shall not cancel (or permit to be subject canceled) or take (or cause to be taken) any limitations imposed by applicable Lawsaction or omission that would reasonably be expected to result in the cancellation thereof. (bc) Except as set forth in Section 6.4 below, The Parent shall be under no obligation agrees to maintain the existence of cause the Surviving Company for or any specified period following the Effective Time; providedof its Subsidiaries to pay all documented out-of-pocket expenses, howeverincluding reasonable attorneys’ fees, that if may be incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.03. (d) If the Surviving Company or any of its successors or assigns proposes to (i) consolidate with or merge into any other Person and the Surviving Company shall not be dissolved the continuing or otherwise terminated without surviving corporation or entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made prior to or concurrently with the prior written consent consummation of Representativesuch transaction so that the successors and assigns of the Surviving Company, Parent or an Affiliate as the case may be, shall, from and after the consummation of Parent reasonably acceptable to Representative shall assume such transaction, honor the indemnification and other obligations set forth in this Section 6.3. This 6.03. (e) With respect to any indemnification obligations of the Company pursuant to this Section 6.3: 6.03, Parent hereby acknowledges and agrees (i) that the Company shall be the indemnitor of first resort with respect to all indemnification obligations of the Company, pursuant to this Section 6.03 (i.e., its obligations to an applicable D&O Indemnified Party are primary and any obligation of any other Person to advance expenses or to provide indemnification and/or insurance for the same expenses or Liabilities incurred by such D&O Indemnified Party are secondary) and (ii) that it irrevocably waives, relinquishes and releases any such other Person from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. (f) The provisions of this Section 6.03 shall survive the consummation of the Merger and the Effective Time; Time and (iii) is are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party and his or her successors, heirs and representatives; representatives and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. and (cii) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party are in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant addition to, and subject not in substitution for, any other rights to the limitations set forth in, Article 10 hereofindemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification of Officers and Directors of the Company. (a) From and after the Closing, the Parent shall cause the Surviving Company and each of its Subsidiaries to, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director, manager or employee of a Group Company (each, a “D&O Indemnified Party”), against all losses in connection with any claim, Action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was an officer, director, manager or employee of a Group Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) in each case to the same extent that such Persons are indemnified or have the right to advancement of expenses as of the date hereof by the Group Companies pursuant to their respective organizational documents and indemnification agreements between any Group Company and any D&O Indemnified Party and identified on Schedule 6.03(a). (b) For a period of six (6) years following after the Closing and at all times subject to applicable Law, the Parent shall not (and shall not cause or permit any Group Company or any of the Parent’s other Subsidiaries or Affiliates to) amend or modify in any way adverse to the D&O Indemnified Parties, or to the beneficiaries thereof, the exculpation and indemnification provisions set forth in the organizational documents of the Group Companies. Notwithstanding the foregoing, prior to the Closing, Parent shall cause the Surviving Company to fulfill and honor in all respects the obligations of the Company to Persons who on shall obtain a six (6) year “tail” prepaid directors’ and officers’ liability insurance policy in respect of acts or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification provisions under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters omissions occurring at or prior to the Effective Time; providedTime for six (6) years after the Closing, howevercovering each person currently covered by the Company’s directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore made available to the Parent). From and after the Closing, the Parent shall (and/or shall cause the Group Companies or its other subsidiaries or Affiliates, as applicable, to) continue to honor its obligations under any such insurance procured pursuant to this Section 6.03(b), and shall not cancel (or permit to be canceled) or take (or cause to be taken) any action or omission that would reasonably be expected to result in the foregoing obligations shall be subject to any limitations imposed by applicable Lawscancellation thereof. (bc) Except as set forth in Section 6.4 belowThe Parent agrees to pay, Parent shall be under no obligation or to maintain the existence of cause the Surviving Company for or any specified period following the Effective Time; providedof its Subsidiaries to pay, howeverall expenses, including attorneys’ fees, that if may be incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.03. (d) If the Parent, the Surviving Company or any of their respective successors or assigns proposes to (i) consolidate with or merge into any other Person and the Parent or the Surviving Company shall not be dissolved the continuing or otherwise terminated without surviving corporation or entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made prior to or concurrently with the prior written consent consummation of Representative, such transaction so that the successors and assigns of the Parent or an Affiliate the Surviving Company, as the case may be, shall, from and after the consummation of Parent reasonably acceptable to Representative shall assume such transaction, honor the indemnification and other obligations set forth in this Section 6.3. This 6.03. (e) With respect to any indemnification obligations of the Parent and/or the Company pursuant to this Section 6.3: 6.03, the Parent hereby acknowledges and agrees (i) that it and the Company shall be the indemnitors of first resort with respect to all indemnification obligations of the Parent and/or the Company pursuant to this Section 6.03 (i.e., their obligations to an applicable D&O Indemnified Party are primary and any obligation of any other Person to advance expenses or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such D&O Indemnified Party are secondary) and (ii) that it irrevocably waives, relinquishes and releases any such other Person from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. (f) The provisions of this Section 6.03 shall survive the consummation of the Merger and the Effective Time; (ii) is Time and are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party Party, and his or her successors, heirs and representatives; representatives and (iii) shall be binding on all successors and assigns of the Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. (a) For a period of six (6) years following after the ClosingFirst Effective Time, Parent shall will and will cause the Surviving Company to fulfill and honor in all respects the obligations of the Company, in any case as in effect on the date of this Agreement, pursuant to the indemnification provisions of the Organizational Documents of the Company and pursuant to Persons who on or any indemnification agreements delivered to Parent prior to the First Effective Time are or were Time, if any (collectively, the “Company Indemnification Provisions”) among the Company and the present and former directors and/or and officers of the Company (the “Company D&O Indemnified Parties,” and each a “Company Indemnified Party”). In connection therewith, pursuant Parent shall advance expenses to any indemnification provisions the D&O Indemnified Parties as incurred to the fullest extent provided for under the Charter Documents as in effect on the Agreement Date, and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Effective TimeProvisions; provided, however, that the foregoing obligations Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. Parent shall be subject ensure that the organizational documents of the Surviving Company shall contain indemnification provisions in favor of the D&O Indemnified Parties that are comparable in all material respects to any limitations imposed by applicable Lawsthose set forth in the Organizational Documents as in effect on the date of this Agreement. Any claims for indemnification made under this Section 5.01 on or prior to the sixth (6th) anniversary of the First Effective Time shall survive such anniversary until the resolution thereof. (b) Except as set forth in Section 6.4 belowIn connection with the Closing, the Company shall, at its own expense, purchase a directors’ and officers’ liability insurance or tail insurance policy on terms and conditions (including, without limitation, coverage limits) reasonably acceptable to Parent (the “D&O Tail”), that provides coverage for acts or omissions of the D&O Indemnified Parties occurring on or prior to the First Effective Time. The premium for the D&O Tail shall be paid at the Closing, and Parent shall maintain such D&O Tail in effect for the full term thereof without any amendment or waiver of any provision therein that would adversely affect in any material respect the rights of the D&O Indemnified Parties. 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 no obligation any policy that is or has been in existence with respect to maintain the existence Company or any of its subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 5.01 is not prior to or in substitution for any such claims under such policies. (c) If Parent, the Surviving Company for or any specified period following the Effective Time; provided, however, that if of its successors or assigns proposes to (i) consolidate with or merge into any other Person and Parent or the Surviving Company shall not be dissolved the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made prior to or concurrently with the consummation of such transaction so that the successors and assigns of Parent or the Surviving Company, as the case may be, shall, from and after the consummation of such transaction, honor the indemnification and other obligations set forth in this Section 5.01. (d) The Parties agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the First Effective Time, whether asserted or claimed prior to, at or after the First Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company and its subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement shall survive the First Merger and shall continue in full force and effect. The provisions of this Section 5.01 are intended to be in addition to the rights otherwise available to the current officers and directors of the Company and its subsidiaries by law, charter, statute, by-law or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties, their heirs and their representatives. The obligations set forth in this Section 5.01 shall not be terminated, amended or otherwise terminated modified in any manner that adversely affects any D&O Indemnified Parties, or any person who is a beneficiary under the policies referred to in this Section 5.01 and their heirs and representatives, without the prior written consent of Representative, Parent such affected D&O Indemnified Party or an Affiliate other person. (e) The provisions of Parent reasonably acceptable to Representative shall assume the obligations set forth in this Section 6.3. This Section 6.3: (i) 5.01 shall survive the consummation of the First Merger and Second Merger and the First Effective Time; Time and Second Effective Time and (iii) is are intended to be for the benefit of, and will shall be enforceable by, each Company D&O Indemnified Party Party, and his or her successors, heirs and representatives; Representatives and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3and (ii) are in addition to, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise. Parent and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contractshall pay all expenses, including reasonable attorneys’ fees and expenses, that may be incurred by a person in successfully enforcing such person’s rights provided in this Section 5.01. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.

Indemnification of Officers and Directors of the Company. (a) For a period of six years [***] following the Closing, Parent Purchaser shall, and shall cause the Surviving Company to, indemnify and hold harmless each person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Closing, an officer, director or employee of the Company (the “Company Indemnified Parties”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement (the “Company Indemnified Liabilities”) of or in connection with any claim, action, suit, proceeding or investigation by reason of the fact that such person is or was a director, officer or employee of the Company (a “Company Indemnified Proceeding”), whether pertaining to any matter existing or occurring at or prior to the Closing and whether asserted or claimed prior to, or at or after the Closing and all Company Indemnified Liabilities based on, or relating to this Agreement or the transactions contemplated hereby (to the extent that such losses, claims, damages, costs, expenses, liabilities or judgments or amounts arose from or are related to this Agreement or the transactions contemplated hereby), in each case to the fullest extent a corporation is permitted by law to indemnify its own directors, officers and employees. In the event any Company Indemnified Party is or becomes involved in any Company Indemnified Proceeding, Purchaser shall, or shall cause the Company to, pay expenses in advance of the final disposition of any such Company Indemnified Proceeding to each Company Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking contemplated by Section 145 of the Delaware Law. Without limiting the foregoing, in the event any such Company Indemnified Proceeding is brought against any Company Indemnified Party, (i) the Company Indemnified Parties may retain counsel of their choosing, (ii) Purchaser shall, or shall cause the Company to, pay all reasonable and documented fees and expenses of one counsel for all of the Company Indemnified Parties with respect to each such Company Indemnified Proceeding unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Company Indemnified Parties, in which case Purchaser shall pay the fees of such additional counsel required by such conflict, promptly as statements therefor are received; provided, however, that neither Purchaser nor the Company shall be liable for any settlement of any claim effected without its written consent, which consent shall not be unreasonably withheld or delayed. Any Company Indemnified Party wishing to claim indemnification under this Section 7.7(a) upon becoming aware of any such Company Indemnified Proceeding shall promptly notify Purchaser and the Company (but the failure to so notify Purchaser or the Company shall not relieve Purchaser or the Company from any liability it may have under this Section 7.7(a) except to the extent such failure materially prejudices Purchaser or the Company), and shall deliver to Purchaser and the Company the undertaking contemplated by Section 145 of Delaware Law. (b) For a period of [***]following the Closing, Purchaser shall, and shall cause the Company to, fulfill and honor in all respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company (the “Company Indemnified Parties,” and each a “Company Indemnified Party”), pursuant to any indemnification agreements in effect as of the Closing between the Company and the Company Indemnified Parties, subject to applicable Law. For a period of [***]following the Closing, the certificate of incorporation and bylaws of the Company will contain provisions under with respect to exculpation and indemnification that are at least as favorable to the Charter Company Indemnified Parties as those contained in the Organizational Documents as in effect on the Agreement DateClosing, which provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of Company Indemnified Parties. (c) This Section 7.7 is intended to be for the benefit of, and pursuant to any indemnification agreements between shall be enforceable by the Company Indemnified Parties and their heirs and personal representatives and shall be binding on Purchaser and the Company and such its successors and assigns. (d) Notwithstanding any other available sources of recovery, the Company Indemnified Parties existing as of the Agreement Date, in each case, which have been made available to Parent (the “Company Indemnification Obligations”) with respect to claims arising out of matters occurring at or prior to the Effective Time; provided, however, that the foregoing obligations shall be subject entitled to first seek recovery of any limitations imposed by applicable LawsCompany Indemnified Liabilities of or in connection with any Company Indemnified Proceeding from Purchaser or the Company, and Purchaser and the Company waive all rights of subrogation against any third party indemnitors. (be) Except as set forth If Purchaser, the Company or any of their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or Company or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of their assets and Intellectual Property rights to any person, then, and in Section 6.4 beloweach such case, Parent to the extent necessary, proper provision shall be under no obligation to maintain made so that the existence successors and assigns of Purchaser or the Surviving Company for any specified period following Company, as the Effective Time; providedcase may be, however, that if the Surviving Company shall be dissolved or otherwise terminated without the prior written consent of Representative, Parent or an Affiliate of Parent reasonably acceptable to Representative shall assume the obligations set forth in this Section 6.3. This Section 6.3: (i) shall survive the consummation of the Merger and the Effective Time; (ii) is intended for the benefit of, and will be enforceable by, each Company Indemnified Party and his or her heirs and representatives; and (iii) shall be binding on all successors and assigns of Parent and the Surviving Company. The Tail Policy will be the primary obligor for any claims by the Company Indemnified Parties under this Section 6.3, and the Company Indemnified Parties shall seek recovery from the Tail Policy (if and to the extent available) prior to seeking recourse from Parent or the Surviving Company pursuant to any other Contract7.7. (c) Any amounts paid by Parent or the Surviving Company, or any of their respective successors or assigns, to any Company Indemnified Party in respect of the Company Indemnification Obligations (such amounts, “Company Indemnification Obligation Payments”) shall be deemed Damages recoverable out of the Holdback Amount or from the Company Members directly pursuant to, and subject to the limitations set forth in, Article 10 hereof.