Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers ("Indemnified Parties") of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as provided in the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable 's Bylaws (as in any material respect to such directors and officers than the material terms of the Company’s existing policies effect as of the date hereof or (iiof this Agreement) Parent may request that and as provided in the indemnification agreements between the Company obtain such extended reporting period coverage under the Company’s existing insurance programs and said officers and directors (to be effective as in effect as of the Effective Timedate of this Agreement); , shall survive the Merger and provided, further, that in no event shall Parent or be observed by the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess a period of 300% of not less than six years from the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountEffective Time. (cb) In the event that Parent, Parent (i) causes the Surviving Corporation or any of their successors or assigns shall (i) to consolidate with or merge into any other Person and shall Surviving Corporation is not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) causes the Surviving Corporation to transfer or convey all or substantially all its of Surviving Corporation's properties and assets to any Person, then, and in each such case, Parent shallto the extent necessary to effectuate the purposes of this Section 5.7, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor successors and assign assigns of Parent or the Surviving Corporation assumes assume the obligations set forth in this Section 6.3(c)5.7 and none of the actions described in clause (i) or (ii) shall be taken until such provision is made. (dc) The provisions of this Section 6.3 shall survive consummation From the Effective Time until the sixth anniversary of the date on which the Merger and are intended to be becomes effective, the Surviving Corporation shall maintain in effect, for the benefit ofof the current directors and officers of the Company with respect to acts or omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement (the "Existing Policy"); provided, however, that (i) the Surviving Corporation may substitute for the Existing Policy a policy or 57. 63 policies of comparable coverage, and will (ii) the Surviving Corporation shall not be enforceable byrequired to pay an annual premium for the Existing Policy (or for any substitute policies) in excess of 175% of the annual premium currently paid by the Company for such insurance. In the event any future annual premium for the Existing Policy (or any substitute policies) exceeds 175% of the annual premium currently paid by the Company for such insurance, each indemnified party, his the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing Policy (or her heirs and his or her legal representativesany substitute policies) to the amount of coverage that can be obtained for a premium equal to 175% of the annual premium currently paid by the Company for such insurance.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification by the Company existing in favor of, and all rights to advancement of expenses to, the current or former those Persons who are directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement (the "Indemnified Persons") for their acts or and omissions occurring prior to the Effective Time Time, as provided in the Company's bylaws (including acts or omissions occurring as in connection with this Agreement and the consummation effect as of the Transactions), date of this Agreement) and such rights shall continue as provided in full force the indemnification agreements between the Company and said Indemnified Persons (as in effect until the expiration as of the applicable statute date of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (iithis Agreement) to include and cause to be maintained in effect in the forms disclosed by the Company to Parent prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after Corporation to the Effective Time, the current provisions regarding elimination of liability of directorsfullest extent available under Delaware law. (b) For a period From the Effective Time until the sixth anniversary of six years after the Effective Time, Parent shall cause the Surviving Corporation to to, and the Surviving Corporation shall, maintain in effect effect, for the Company’s current directors’ benefit of the Indemnified Persons with respect to their acts and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement in the form disclosed by the Company to Parent prior to the date of this Agreement (the "Existing Policy"); providedPROVIDED, howeverHOWEVER, that (i) Parent or the Surviving Corporation may substitute therefor “tail” for the Existing Policy a policy or policies of an insurance company with the same or better rating as the Company’s current insurance carriercomparable coverage, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation shall not be required to pay aggregate annual premiums for insurance under this Section 6.3(bthe Existing Policy (or for any substitute policies) in excess of 300% of $1,250,000 in the aggregate. In the event any future annual premiums for the Existing Policy (or any substitute policies) exceed in the aggregate $1,250,000, the Surviving Corporation shall be entitled to reduce the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 coverage of the Disclosure Schedule), it being understood Existing Policy (or any substitute policies) to the amount of coverage that Parent shall nevertheless be obligated to provide such coverage as may can be obtained for such 300% amounta premium equal to $1,250,000. (c) In the event that Parent, the Surviving Corporation Parent or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shallto the extent necessary to effectuate the purposes of this Section 6.5, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor successors and assign assigns of Parent or the Surviving Corporation assumes assume the obligations set forth in this Section 6.3(c6.5, and none of the actions described in clause "(i)" or clause "(ii)" shall be taken until such provision is made. (d) Parent shall cause the Surviving Corporation to perform all of the Surviving Corporation's obligations under this Section 6.5. The provisions of this Section 6.3 6.5 shall survive consummation be enforceable by each Indemnified Person and his heirs and representatives, and are in addition to and not in substitution for, any other right to indemnification or contribution that such Indemnified Person may have under the certificate of incorporation and bylaws of the Merger and are intended to be for Company or the benefit ofSurviving Corporation, and will be enforceable byunder any Acquired Corporation Contract, each indemnified party, his under the DGCL or her heirs and his or her legal representativesotherwise.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former those Persons who are directors and officers of the Company prior to or as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement (the "Indemnified Persons") for acts or and omissions occurring prior to the Effective Time Time, as provided in the Company's certificate of incorporation and bylaws (including acts or omissions occurring as in connection with this Agreement and the consummation effect as of the Transactions), date of this Agreement) and such rights shall continue as provided in full force and any arrangements (as in effect until the expiration as of the applicable statute date of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (iithis Agreement) to include and cause to be maintained in effect in the forms disclosed in the Company Disclosure Schedule by the Company to Parent prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation’s (or any successor’s) certificate of incorporation, Corporation to the fullest extent permitted by Delaware law for a period of six five years after from the Effective Time. (b) From the Effective Time until the sixth anniversary of the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to shall maintain in effect effect, for the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by benefit of the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available Indemnified Persons with respect to Parent) for acts or omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement in the form disclosed by the Company to Parent prior to the date of this Agreement (the "Existing Policy"); provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” for the Existing Policy a policy or policies of an insurance company with comparable coverage, and (ii) the same Surviving Corporation shall not be required to pay annual premiums for the Existing Policy (or better rating as the Company’s current insurance carrier, the material terms for any substitute policies) in excess of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms 200% of the Company’s existing policies annual premium payable under the Existing Policy as of the date hereof or (ii) Parent may request that which the Company obtain has represented to Parent is $280,000 per annum). In the event any future annual premiums for the Existing Policy (or any substitute policies) exceed 200% of such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and providedcurrent annual premium, further, that in no event shall Parent or the Surviving Corporation shall be required entitled to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of reduce the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 coverage of the Disclosure Schedule), it being understood Existing Policy (or any substitute policies) to the amount of coverage that Parent shall nevertheless be obligated to provide such coverage as may can be obtained for a premium equal to 200% of such 300% amountcurrent annual premium. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) The provisions of this Section 6.3 shall survive consummation of the Merger and 5.7 are intended to be an addition to the rights otherwise available to the current officers and directors of the Company by law, charter, statute, bylaws or agreement, and shall operate for the benefit of, and will shall be enforceable by, each indemnified party, his or her heirs and his or her legal representativesof the Indemnified Persons.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former those Persons who are directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement (the “Indemnified Persons”) for their acts or and omissions occurring prior to the Effective Time Time, as provided in the Company’s bylaws, certificate of incorporation and any written contract or agreement providing for indemnification to any Indemnified Person (including acts or omissions occurring copies of each of which have been provided to Parent) as in connection with this Agreement and the consummation effect as of the Transactions)date of this Agreement, shall survive the Merger and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required be observed by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, Corporation to the fullest extent available under Delaware law for a period of six years after from the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period Provided that the officers of six years after the Company as of the date hereof prepare and execute the application with respect thereto, the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions occurring prior to the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current a “tail” policy of directors’ and officers’ liability insurance (the “Tail Policy”) covering each Person currently covered by the Company’s period of time from the Effective Time until up to the sixth anniversary of the Effective Time, to the extent that directors’ and officers’ liability insurance coverage is commercially available providing comparable coverage to the existing directors’ and officers’ liability insurance policy (a correct and complete copy maintained by the Company as of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Timedate hereof; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies shall not be required to pay an aggregate premium for such Tail Policy in excess of an insurance company with $500,000, and, in the same or better rating as event the Company’s current insurance carrieraggregate premium for such Tail Policy exceeds $500,000, the material Surviving Corporation shall be entitled to alter the terms of which, including such coverage and amount, are no less favorable in any material respect to and/or period of such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (Tail Policy to such terms of coverage and/or period of time that can be obtained for an aggregate premium equal to $500,000, with the terms of such changes in coverage or period of coverage to be effective as determined in consultation with each of the Effective Time)Continuing Directors; and provided, further, that that, if requested by the Continuing Directors, such aggregate premium shall be, and at the option of Parent may be, paid in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by at or prior to the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountEffective Time. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification by the Company existing in favor of, and all rights to advancement of expenses to, the current or former those Persons who are directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement (the "Indemnified Persons") for their acts or and omissions as directors and officers of the Company occurring prior to the Effective Time Time, as provided in the Company's certificate of incorporation and bylaws (including acts or omissions occurring each as in connection with this Agreement and the consummation effect as of the Transactionsdate of this Agreement) and as provided in any indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement) identified in Part 2.10(a)(iv) of the Company Disclosure Schedule (or as provided in any currently effective indemnification agreements with any Indemnified Persons that are substantially similar to the agreements identified in Part 2.10(a)(iv) of the Company Disclosure Schedule), shall survive the Merger and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required be observed by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, Corporation to the fullest extent permitted by Delaware law for a period of six years after from the Effective Time, date on which the current provisions regarding elimination of liability of directorsMerger becomes effective. (b) For a period of six years after From the Effective TimeTime until the sixth anniversary of the date on which the Merger becomes effective, Parent shall cause the Surviving Corporation to shall maintain in effect effect, for the Company’s current directors’ benefit of the Indemnified Persons with respect to their acts and officers’ liability insurance covering each Person currently covered by omissions as directors and officers of the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions Company occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement in the form delivered by the Company to Parent prior to the date of this Agreement (the "Existing D&O Policy"), if directors' and officers' liability insurance coverage is available for Parent's directors and officers; provided, however, that that: (i) Parent or the Surviving Corporation may substitute therefor “tail” for the Existing D&O Policy a policy or policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage comparable coverage; and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation shall not be required to pay aggregate annual premiums for insurance under this Section 6.3(bthe Existing D&O Policy (or for any substitute policies) in excess of 300200% of the amount of the aggregate premiums annual premium paid by the Company in 2004 with respect to the Existing D&O Policy (the "Maximum Premium"). In the event any future annual premiums for Fiscal Year 2011 for such purpose the Existing D&O Policy (which 2010 premiums are hereby represented and warranted by Company or any substitute policies) exceed the Maximum Premium, the Surviving Corporation shall be entitled to be as set forth in Part 3.26 reduce the amount of coverage of the Disclosure Schedule), it being understood Existing D&O Policy (or any substitute policies) to the amount of coverage that Parent shall nevertheless be obligated to provide such coverage as may can be obtained for such 300% amounta premium equal to the Maximum Premium. (c) This Section 5.6 is intended to be for the benefit of, and shall be enforceable by, the Indemnified Persons, their heirs and personal representatives and shall be binding on the Surviving Corporation and its successors and assigns, and may not be amended, altered or repealed after the Effective Time without the prior written consent of the affected Indemnified Person (provided that such amendment, alteration or repeal prior to the Effective Time shall be governed by Section 9.1). In the event that Parent, the Surviving Corporation or any of their its successors or assigns shall assigns: (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger merger; or (ii) transfer transfers all or substantially all its properties and assets to any Personperson, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor successors and assign assigns of Parent or the Surviving Corporation assumes honor the indemnification obligations set forth in this Section 6.3(c)5.6. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or and omissions occurring prior to the Effective Time Time, as provided in the Company's Articles of Incorporation or Bylaws (including acts or omissions occurring as in connection with effect as of the date of this Agreement Agreement) and as provided in any indemnification agreements between the Company and said officers and directors (as in effect at the Effective Time), shall survive the Merger and shall be the obligation of and observed by Parent and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, Corporation for a period of six not less than eight (8) years from and after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after From the Effective TimeTime until the third anniversary of the date on which the Merger becomes effective, Parent shall cause the Surviving Corporation to shall maintain in effect effect, for the Company’s benefit of the current directors’ directors and officers’ liability insurance covering each Person currently covered by officers of the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available Company with respect to Parent) for acts or omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement (the "EXISTING POLICY"); provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” for the Existing Policy a policy or policies of an insurance company with the same or better rating as the Company’s current insurance carriercomparable coverage, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation shall not be required to pay aggregate premiums an annual premium for insurance under this Section 6.3(bthe Existing Policy (or for any substitute policies) in excess of 300150% of the amount of the aggregate premiums last annual premium paid by the Company prior to the date of this Agreement for Fiscal Year 2011 the Existing Policy (the "PAST PREMIUM AMOUNT"). In the event any future annual premium for such purpose the Existing Policy (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 or any substitute policies) exceeds 150% of the Disclosure Schedule)Past Premium Amount, it being understood the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing Policy (or any substitute policies) to the amount of coverage that Parent shall nevertheless be obligated to provide such coverage as may can be obtained for such 300a premium equal to 150% amountof the Past Premium Amount. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this This Section 6.3(c). (d) The provisions of this Section 6.3 5.7 shall survive the consummation of the Merger and are at the Effective Time, is intended to be for the benefit of, and will be enforceable by, each indemnified party, his person entitled to indemnification pursuant hereto and each such person's or her entity's heirs and his or her legal representatives, and shall be binding on all successors and assigns of Parent and the Surviving Corporation.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current those Persons who are or former have at any time been directors and and/or officers of the Company (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Company’s certificate bylaws, articles of incorporation and/or by contract, or the Company’s bylaws MBCA, each as in effect on as of the date of this Agreement for acts or omissions occurring prior Agreement, shall survive the Merger and shall be observed by the Surviving Corporation to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, fullest extent available under Minnesota law for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period To the fullest extent available under Minnesota law, the Surviving Corporation shall pay all expenses, including reasonable fees and expenses of six years after counsel, that an Indemnified Person may incur in enforcing the indemnity and other obligations provided for in this Section 6.4. The Indemnified Person shall be entitled to control the defense of any action, suit, investigation or proceeding with counsel of his or her own choosing reasonably acceptable to the Surviving Corporation, and the Surviving Corporation shall cooperate in the defense thereof; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). (c) The Surviving Corporation shall cause there to be in place, effective as of the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directorsa fully paid officers’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy “D&O Policy”) in respect of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as Merger covering each such Indemnified Person covered by the Company’s current officers’ and directors’ liability insurance carrier, policy as of the material date of this Agreement on terms of which, including with respect to coverage and amount, amount that are no less favorable than those of such policy in any material respect to such directors and officers than the material terms of the Company’s existing policies as of effect on the date hereof or (ii) Parent may request that the Company obtain such extended reporting and extending for a period coverage under the Company’s existing insurance programs (to be effective as of six years from the Effective Time); . The Company’s board of directors shall promptly determine in good faith and provided, further, that shall confirm in no event shall writing to Parent or whether the D&O Policy proposed to be provided by the Surviving Corporation be required is accepted to pay aggregate premiums for constitute insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be that is no less favorable as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountaforesaid. (cd) In the event that Parent, the Surviving Corporation If Parent or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, ; then, and in each such case, to the extent necessary to effectuate the purposes of this Section 6.4, proper provision shall be made so that Parent’s successors and assigns assume Parent’s obligations set forth in this Section 6.4, and none of the actions described in clause (i) or clause (ii) shall be taken until such provision is made. (e) Parent shall, or shall cause the Surviving Corporation toto perform all of the Surviving Corporation’s obligations under this Section 6.4. If at any time from and after the Effective Time until the six-year anniversary of the Effective Time, cause proper provision the Surviving Corporation does not have the D&O Policy required by Section 6.4(c), Parent shall guarantee the indemnification obligations of the Surviving Corporation to be made so that the successor Indemnified Persons under this Section 6.4 in an amount not to exceed in the aggregate the Guaranteed Amount. The “Guaranteed Amount” shall mean $10,000,000 less any amounts paid to or for the benefit of any or all of the Indemnified Persons by the Surviving Corporation or the Parent (or any other affiliate of Parent) or pursuant to the D&O Policy or any other directors’ and assign officers’ liability insurance maintained by or on behalf of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c(or any other affiliate of Parent). (df) The provisions of this Section 6.3 6.4 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, by each indemnified party, Indemnified Person and his or her heirs and his or her legal representativesRepresentatives. The obligations of Parent and Surviving Corporation with respect to the indemnification of Indemnified Persons hereunder shall be joint and several.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after from the Effective TimeClosing Date, Parent shall cause the Surviving Corporation to maintain in effect perform (including with respect to advancement of expenses) its obligations, if any, to defend, hold harmless, indemnify and advance expenses to any present and former directors, officers and employees of the Company who may presently serve or have served at the Company’s current request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (collectively, the “Company Indemnified Parties”), under the Company Organizational Documents in effect as of the Agreement Date as well as any rights to indemnification and advancement of expenses provided in employment agreements or indemnification agreements between the Company and any Company Indemnified Parties (in each cases to the extent consistent with Applicable Law and with respect to only such documents and agreements in effect as of the Agreement Date and made available to Parent). Parent, from and after the Closing Date, shall cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Company Indemnified Parties with respect to limitation of certain liabilities of directors, officers, employees and agents and indemnification than are set forth as of the Agreement Date in the Company Organizational Documents, which provisions in each case shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Company Indemnified Parties. (b) Prior to the Effective Time, the Company may, in its sole discretion, and, at Parent’s request, shall, purchase run-off coverage for Company’s directors and officers in a form acceptable to the Company and Parent, which shall provide such directors and officers with coverage for six years following the Effective Time in an amount not less than the existing coverage and that shall have other terms not materially less favorable to the insured persons than the directors’ and officers’ liability insurance covering each Person currently covered coverage presently maintained by the Company’s directors’ . Parent shall, and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or shall cause the Surviving Corporation may substitute therefor “tail” policies of an insurance company with to, maintain such policy in full force and effect, and continue to honor the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate obligations thereunder. The premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the such policy shall be a Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountTransaction Expense. (c) In the event that Parent, the Surviving Corporation or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause then proper provision to shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the successor and assign of Parent or the Surviving Corporation assumes case may be, shall assume the obligations set forth in this Section 6.3(c)4.9, without relieving Parent of its obligations under this Section 4.9. The obligations under this Section 4.9 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnified Party to whom this Section 4.9 applies without the consent of such affected Company Indemnified Party. (d) The provisions of this This Section 6.3 shall survive consummation of the Merger and are 4.9 is intended to be for the benefit of, and will shall be enforceable by, each indemnified partyof the Company Indemnified Parties, his or her heirs their heirs, and his or her legal their representatives. (e) Notwithstanding anything to the contrary in this Agreement, in no event shall a Company Indemnified Party’s right to indemnification, contribution or advancement reduce such Company Indemnified Party’s liability for his, her or its Pro Rata Portion of any Indemnifiable Damages pursuant to ARTICLE VIII.

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. (b) From and after the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause (including by providing any necessary funding to) the Surviving Corporation Company or Merger LLC to): (i) indemnify, defend and hold harmless each individual who at the Effective Time is, or at any time prior to assume the Effective Time was, a director or officer of the Company or of a Subsidiary of the Company (each, an “Indemnified Party”) from and perform against any and all rights costs, expenses (including fees and expenses of legal counsel, which shall be advanced as they are incurred, provided that the Indemnified Party shall have made an undertaking to repay such expenses if it is ultimately determined that such Indemnified Party was not entitled to indemnification existing under this Section 6.5(b)), judgments, fines, penalties or liabilities (including amounts paid in favor ofsettlements or compromises) to the extent sought to be imposed upon or reasonably incurred by such Indemnified Party in connection with or arising out of any action, suit or other proceeding (whether civil or criminal, and all rights to advancement including any proceeding before any administrative or legislative body or agency) in which such Indemnified Party is involved or with which he or she is threatened (regardless of expenses whether as a named party or as a participant other than as a named party, including as a witness) (a “Proceeding”) (A) by reason of such Indemnified Party’s having been such director or officer or an employee or agent of the Company or otherwise in connection with any action taken or not taken at the request of the Company or (B) arising out of such Indemnified Party’s service in connection with any other corporation or organization for which he or she has served as director or officer at the request of the Company or any Subsidiary of the Company, in each of clause (A) or (B), at, or at any time prior to, the current Effective Time (including any Proceeding relating in whole or former directors in part to the transactions contemplated by this Agreement and officers including any Proceeding relating to the enforcement of this Section 6.5(b) by an Indemnified Party), whether or not the Indemnified Party continues in such position at the time such Proceeding is brought or threatened, to the fullest extent permitted under applicable Law; and (ii) fulfill and honor in all respects the obligations of the Company and its Subsidiaries pursuant to: (x) each indemnification agreement in effect between the Company or any of its Subsidiaries and any Indemnified Party as provided of the date of this Agreement, to the extent such agreement is disclosed in Part 3.16(a) of the Company Disclosure Schedule; and (y) any indemnification provision (including advancement of expenses) and any exculpation provision set forth in the Company’s certificate articles of incorporation organization or bylaws of the Company’s bylaws Company as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement Agreement. Parent’s, Merger LLC’s and the consummation of Surviving Company’s obligations under the Transactions), foregoing clauses (i) and such rights (ii) shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six (6) years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to from the Effective Time; provided, however, that (i) Parent all rights to indemnification, exculpation and advancement of expenses in respect of any claim asserted or made in good faith by an Indemnified Party within such period shall continue until the Surviving Corporation may substitute therefor “tail” policies final disposition of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountclaim. (c) In the event that If Parent, Merger LLC, the Surviving Corporation Company or any of their its respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor successors and assign assigns of Parent Parent, Merger LLC or the Surviving Corporation assumes Company, as the case may be, shall assume the applicable obligations set forth in this Section 6.3(c)6.5. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and 6.5 are (i) intended to be for the benefit of, and will shall be enforceable by, each indemnified party, his or her heirs Indemnified Party and his or her legal representativessuccessors or assigns who by operation of Law, including without limitation, any estate or probate Law, succeed to the liabilities of such Indemnified Party, and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Indemnified Party may have under any articles of organization or bylaws, by contract or otherwise. After the Effective Time, the obligations of Parent, Merger LLC and the Surviving Company under this Section 6.5 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Party to whom this Section 6.5 applies unless the affected Indemnified Party shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnified Parties to whom this Section 6.5 applies shall be third party beneficiaries of this Section 6.5).

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification by the Company or Parent existing in favor of, and all rights to advancement of expenses to, the current those Persons who are or former were directors and or officers of the Company (the “Company Indemnified Persons”) or directors or officers of Parent (the “Parent Indemnified Persons”, and together with the Company Indemnified Persons, the “Indemnified Persons”) as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on prior to the date of this Agreement for their acts and omissions as directors or omissions officers of the Company or directors or officers of Parent occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and as provided in: (i) the consummation Charter Documents of the Transactions)Company or Parent, and such rights shall continue as the case may be, (as in full force and effect until the expiration as of the applicable statute date of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, this Agreement); and (ii) to include any indemnification agreements between the Company and cause to be maintained said Indemnified Persons or Parent and said Indemnified Persons (as in effect in as of the date of this Agreement) (the “Indemnification Documents”), shall survive the Merger and be observed by the Surviving Corporation’s (or any successor’s) certificate of incorporation, Corporation and Parent to the fullest extent available under the Indemnification Documents and applicable law for a period of six seven years after from the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Timeand Parent shall observe, Parent and shall cause the Surviving Corporation to so observe, such rights (including, to the extent necessary, by providing funds to ensure such observance). (b) From the Effective Time until the seventh (7th) anniversary thereof, the Surviving Corporation shall maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered maintained by the Company’s Company as of the date of this Agreement in the form delivered by the Company to Parent prior to the date of this Agreement (the “Company Existing D&O Policy”), for the benefit of those Company Indemnified Persons who are currently insured thereunder with respect to their acts and omissions as directors or officers of the Company occurring prior to the Effective Time, to the extent that directors’ and officers’ liability insurance coverage is commercially available; provided, however, that: (i) the Surviving Corporation may substitute for the Company Existing D&O Policy a policy or policies of comparable coverage; and (ii) the Surviving Corporation shall not be required to pay annual premiums for the Company Existing D&O Policy (or for any substitute policies) in excess of fifty thousand dollars ($50,000) (the “Company Maximum Premium”). In the event any future annual premiums for the Company Existing D&O Policy (or any substitute policies) exceed the Company Maximum Premium, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Company Existing D&O Policy (or any substitute policies) to the amount of coverage that can be obtained for a correct premium equal to the Company Maximum Premium. The provisions of this Section 6.17(b) shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 6.17(b), which policies provide such Company Indemnified Persons with coverage comparable to the coverage provided by the Company Existing D&O Policies for an aggregate period of seven (7) years following the Effective Time (and complete copy the Company may, if it obtains the prior written consent of which has Parent, obtain such a prepaid policy prior to the Effective Time, provided that the cost thereof shall not exceed the Company Maximum Premium). If such prepaid policies have been heretofore made available obtained prior to Parentthe Effective Time, neither the Surviving Corporation nor Parent shall cancel such policies. (c) From the Effective Time until the seventh (7th) anniversary thereof, the Parent shall maintain in effect the directors’ and officers’ liability insurance maintained by the Parent as of the date of this Agreement (the “Parent Existing D&O Policy”), for the benefit of those Parent Indemnified Persons who are currently insured thereunder with respect to their acts and omissions as directors or omissions officers of Parent occurring prior to the Effective Time, to the extent that directors’ and officers’ liability insurance coverage is commercially available; provided, however, that that: (i) the Parent may substitute for the Parent Existing D&O Policy a policy or policies of comparable coverage; and (ii) Parent shall not be required to pay annual premiums for the Existing D&O Policy (or for any substitute policies) in excess of sixty thousand dollars ($60,000) (the “Parent Maximum Premium”). In the event any future annual premiums for the Parent Existing D&O Policy (or any substitute policies) exceed the Parent Maximum Premium, Parent shall be entitled to reduce the amount of coverage of the Existing D&O Policy (or any substitute policies) to the amount of coverage that can be obtained for a premium equal to the Parent Maximum Premium. The provisions of this Section 6.17(c) shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 6.17(c), which policies provide such Parent Indemnified Persons with coverage comparable to the coverage provided by the Parent Existing D&O Policies for an aggregate period of seven (7) years following the Effective Time (and the Parent may obtain such a prepaid policy prior to the Effective Time, provided that the cost thereof shall not exceed the Parent Maximum Premium). If such prepaid policies have been obtained prior to the Effective Time, Parent shall not cancel such policies. (d) The obligations under this Section 6.17 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons shall be third party beneficiaries of this Section 6.17), and in the event that Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company consolidates or merges with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfer all or substantially all its properties and assets to any Personmerger, then, and in each such case, then Parent shall, or shall cause the Surviving Corporation to, cause make proper provision to be made so that the successor and assign of Parent continuing or the Surviving Corporation assumes surviving corporation or entity shall assume the obligations set forth in this Section 6.3(c)6.17. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current those Persons who are or former have at any time been directors and officers of the Company as provided in (the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent"INDEMNIFIED PERSONS") for their acts or and omissions occurring prior to the Effective Time, as provided in the Company Bylaws and certificate of incorporation as in effect as of the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of six years from the Effective Time. (b) The Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions occurring prior to the Effective Time, a "tail" policy of directors' and officers' liability insurance (the "TAIL POLICY") covering the period of time from the Effective Time until up to the sixth anniversary of the Effective Time, providing comparable coverage to the existing directors' and officers' liability insurance policy maintained by the Company as of the date hereof; provided, however, that (i) Parent or neither the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) nor Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay an aggregate premiums premium for insurance under this Section 6.3(b) any such Tail Policy in excess of 300% $600,000, but, in such case, shall purchase as much coverage as reasonably practicable for such amount and that the Surviving Corporation or Parent may substitute therefor other policies not less advantageous (excluding de minimis differences) to the beneficiaries of the amount of current policies; and further provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountEffective Time. (c) In the event that Parent, the Surviving Corporation Parent or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shallto the extent necessary to effectuate the purposes of this Section 6.5, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor successors and assign assigns of Parent or the Surviving Corporation assumes assume the obligations set forth in this Section 6.3(c)6.5, and none of the actions described in clause (i) or clause (ii) shall be taken until such provision is made. (d) The provisions of this Section 6.3 6.5 shall survive consummation of the Merger be enforceable by each Indemnified Person and such Person's heirs and representatives, and are intended in addition to be for and not in substitution for, any other right to indemnification or contribution that such Indemnified Person may have under the benefit ofCompany Certificate, and will be enforceable byCompany Bylaws, each indemnified partySurviving Charter, his Surviving Bylaws, under any acquisition Contract, under the DGCL or her heirs and his or her legal representatives.otherwise. EXECUTION VERSION

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification existing in favor ofof any Person who is now, and all rights or had been at any time prior to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement or who becomes prior to the Effective Time, a director and officer of the Company (the "Indemnified Persons") for acts or and omissions occurring prior to the Effective Time Time, as provided in the Company's bylaws (including acts or omissions occurring as in connection with this Agreement and the consummation effect as of the Transactions), date of this Agreement) and such rights shall continue as provided in full force the indemnification agreements between the Company and said Indemnified Persons (as in effect until the expiration as of the applicable statute date of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (iithis Agreement) to include and cause to be maintained in effect in the forms disclosed by the Company to Parent prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation’s (or any successor’s) certificate of incorporation, Corporation to the fullest extent available under Massachusetts law for a period of six years after from the Effective Time. Parent hereby guarantees the observance of such rights to indemnification by the Surviving Corporation. (b) From the Effective Time until the third anniversary of the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to shall maintain in effect effect, for the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by benefit of the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available Indemnified Persons with respect to Parent) for acts or omissions occurring prior to the Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement in the form disclosed by the Company to Parent prior to the date of this Agreement (the "Existing Policy"); provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” for the Existing Policy a policy or policies of an insurance company with the same or better rating as the Company’s current insurance carriercomparable coverage, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation shall not be required to pay aggregate annual premiums for insurance under this Section 6.3(bthe Existing Policy (or for any substitute policies) in excess of 300% of $300,000 in the aggregate. In the event any future annual premiums for the Existing Policy (or any substitute policies) exceeds $300,000 in the aggregate, the Surviving Corporation shall be entitled to reduce the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 coverage of the Disclosure Schedule), it being understood Existing Policy (or any substitute policies) to the amount of coverage that Parent shall nevertheless be obligated to provide such coverage as may can be obtained for such 300% amountan annual premium equal to $300,000. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this This Section 6.3(c). (d) The provisions of this Section 6.3 5.6 shall survive the consummation of the Merger and are is intended to benefit and may be for enforced by the benefit of, Indemnified Persons and will shall be enforceable by, each indemnified party, his or her heirs binding on all successors and his or her legal representativesassigns of Parent and Surviving Corporation.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directorsofficers’ and officersdirectors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each Person currently covered by the Company’s directorsofficers’ and officersdirectors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.4(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300% of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage for an aggregate period of six years from the Effective Time with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the Contemplated Transactions; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. (b) From and after the Effective Time, Parent shall cause the Surviving Corporation to: (i) indemnify and hold harmless each individual who at the Effective Time is, or at any time prior to the Effective Time was, a correct and complete copy director or officer of which has been heretofore made available to Parentthe Company or of a Subsidiary of the Company (each, an “Indemnified Party”) for acts any and all costs and reasonable expenses (including fees and reasonable expenses of legal counsel, which shall be advanced as they are incurred, provided that the Indemnified Party shall have made an undertaking to repay such expenses if it is ultimately determined that such Indemnified Party was not entitled to indemnification under this Section 6.4(b)), judgments, fines, penalties or omissions occurring liabilities (including amounts paid in settlements or compromises) imposed upon or reasonably incurred by such Indemnified Party in connection with or arising out of any Legal Proceeding (whether civil or criminal, and including any proceeding before any administrative or legislative body or agency) in which such Indemnified Party may be involved or with which he or she may be threatened (regardless of whether as a named party or as a participant other than as a named party, including as a witness) (an “Indemnified Party Proceeding”) (A) by reason of such Indemnified Party’s being or having been such director or officer or an employee or agent of the Company or any Subsidiary of the Company or otherwise in connection with any action taken or not taken at the request of the Company or any Subsidiary of the Company or (B) arising out of such Indemnified Party’s service in connection with any other corporation or organization for which he or she serves or has served as director, officer, employee, agent, trustee or fiduciary at the request of the Company or any Subsidiary of the Company (including in any capacity with respect to any employee benefit plan), in each of clause (A) or (B) whether or not the Indemnified Party continues in such position at the time such Indemnified Party Proceeding is brought or threatened and at, or at any time prior to, the Effective Time (including any Indemnified Party Proceeding relating in whole or in part to the Contemplated Transactions or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnified Party), to the fullest extent permitted under applicable Law; and (ii) fulfill and honor in all respects the obligations of the Company and its Subsidiaries pursuant to: (x) each indemnification agreement in effect between the Company or any of its Subsidiaries and any Indemnified Party as of the date of this Agreement; and (y) any indemnification provision (including advancement of reasonable expenses) and any exculpation provision set forth in the certificate of incorporation or bylaws of the Company as in effect on the date of this Agreement. Parent shall cause the Surviving Corporation to pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by Indemnified Parties in connection with their enforcement of their rights provided under this Section 6.4. Parent’s and the Surviving Corporation’s obligations under the foregoing clauses (i) and (ii) shall continue in full force and effect for a period of six years from the Effective Time; provided, however, that (i) Parent all rights to indemnification, exculpation and advancement of reasonable expenses in respect of any claim asserted or made within such period shall continue until the Surviving Corporation may substitute therefor “tail” policies final disposition of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountclaim. (c) In the event that If Parent, the Surviving Corporation or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation Surviving Corporation or entity of such consolidation or merger or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause case proper provision to shall be made so that the successor successors and assign assigns of Parent or the Surviving Corporation assumes Corporation, as the case may be, shall assume the obligations set forth in this Section 6.3(c)6.4. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and 6.4 are (i) intended to be for the benefit of, and will shall be enforceable by, each indemnified partyIndemnified Party, his or her heirs and his or her legal representativesRepresentatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such individual may have under any certificate of incorporation or bylaws, by contract or otherwise. The obligations of Parent and the Surviving Corporation under this Section 6.4 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Party unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnified Party shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnified Parties shall be Third Party beneficiaries of this Section 6.4).

Indemnification of Officers and Directors. (a) From and after the Effective TimeTime through the third anniversary of the date the Effective Time occurs, Parent Axxxxx shall and shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, fulfill and honor in all respects the current or former obligations of Axxxxx and DMK pursuant to any indemnification provisions under their respective certificates of incorporation and bylaws regarding indemnification of directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as that are in effect on the date of this Agreement for acts or omissions occurring prior to (the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause persons entitled to be maintained in effect in indemnified pursuant to such provisions being referred to collectively as the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time“D&O Indemnified Parties”); provided, however, that (i) Parent or after the Closing and the Effective Time of the Merger, the DMK directors and officers who become directors and officers of Axxxxx will enter into the Adamis standard indemnification agreement which will supersede any other contractual rights to indemnification by the Surviving Corporation may substitute therefor “tail” policies Corporation. (b) The certificate of an insurance company with incorporation and bylaws of Adamis and the same or better rating Surviving Corporation, as the Company’s current insurance carriercase may be, the material terms of which, including coverage and amount, are shall contain provisions no less favorable in any material with respect to such indemnification and elimination of liability for monetary damages of present and former directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as presently set forth in Part 3.26 the certificate of incorporation and bylaws of DMK, which provisions shall not be amended, modified or repealed for a period of six (6) years from the Effective Time in a manner that would adversely affect the rights thereunder of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountD&O Indemnified Parties. (c) In Axxxxx, at its election, may purchase a “tail” policy on DMK’s existing directors and officers liability insurance policy (if any) for a period of six (6) years after the event that Parent, the Surviving Corporation Closing. Axxxxx will maintain either a directors and officers liability insurance policy or any of their successors or assigns shall (i) consolidate with or merge into any other Person a “tail” policy on Axxxxx’ existing directors and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c)officers. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be in addition to the rights otherwise available to the D&O Indemnified Parties by law, charter, statute, by-law or agreement, and shall operate for the benefit of, and will shall be enforceable by, each indemnified partyof the D&O Indemnified Parties, his or her their heirs and his or her legal their representatives. (e) Adamis shall cause the Surviving Corporation to perform all of the obligations of the Surviving Corporation under this Section.

Indemnification of Officers and Directors. (a) From Parent and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform Merger Sub agree that all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with existing as of the date of this Agreement in favor of each current and the consummation former officer and director of the Transactions), Acquired Companies (the “D&O Indemnified Persons”) as provided in the certificate of incorporation and such rights bylaws or other organization documents of the Acquired Companies (as in effect on the date of this Agreement) or the indemnification agreements identified in Part 2.10(a)(ii) of the Disclosure Schedule (as in effect on the date of this Agreement) shall survive the Merger and shall continue in full force and effect in accordance with their terms for at least six years following the Effective Time (or, in the case of a claim for indemnification asserted against an Acquired Company by a D&O Indemnified Person during such six year period, for such longer period until such claim is finally resolved), and Parent shall cause the expiration of Surviving Corporation to fulfill and honor such obligations to the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required maximum extent permitted by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directorsLegal Requirements. (b) For a period of six years after the Effective Time, Parent shall maintain or cause the Surviving Corporation to maintain in effect effect, for events that shall have occurred prior to the Effective Time, the existing level and scope of directors’ and officers’ liability, employee practices liability insurance and fiduciary insurance covering those D&O Indemnified Persons who are currently covered by the Company’s current existing directors’ and officers’ liability, employee practices liability insurance and fiduciary insurance policy (collectively, the “Existing D&O Policies”), if directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Timecoverage is commercially available; provided, however, that that: (i) Parent or the Surviving Corporation may substitute therefor “tail” for the Existing D&O Policies a policy or policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage comparable coverage; and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that in no event shall the Company obtain Surviving Corporation be required to expend in any one year for the Existing D&O Policies (or for any substitute policies) in the aggregate, in excess of 150% of current premium (such extended reporting period coverage under amount being referred to as the Company’s existing insurance programs (to be effective as of the Effective Time“Maximum Premium”); and provided, further, that in no event shall if the annual premiums payable for the Existing D&O Policies (or any substitute policies) exceed the Maximum Premium, Parent or the Surviving Corporation shall be required entitled to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of reduce the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 coverage of the Disclosure Schedule), it being understood Existing D&O Policies (or any substitute policies) to the amount of coverage that Parent shall nevertheless be obligated to provide such coverage as may can be obtained for a premium equal to the Maximum Premium. The provisions of this Section 5.14(b) shall be deemed to have been satisfied if a prepaid policy has been obtained prior to the Effective Time for purposes of this Section 5.14(b), which policy provides such 300% amountD&O Indemnified Persons with coverage comparable to the coverage provided by the Existing D&O Policies for an aggregate period of six years following the Effective Time (and the Company shall, at the request of Parent, obtain such a prepaid policy prior to the Effective Time, provided that the cost thereof shall be borne by Parent). (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) The provisions of this Section 6.3 5.14 shall survive consummation of the Merger Closing and are intended to be for the benefit of, and will be enforceable by, each indemnified party, of the D&O Indemnified Persons and his or her heirs and his or her legal personal representatives.

Indemnification of Officers and Directors. (a) From All rights to indemnification and after advancement of expenses by the Company existing in favor of each individual who is or was an officer or director of the Company for his acts and omissions as a director or officer of the Company occurring prior to the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws (as in effect on as of the date of this Agreement for acts or omissions occurring Agreement) and as provided in any Indemnification Contract between the Company and such individual (as in effect as of the date of this Agreement) in the form delivered by the Company to Parent prior to the Effective Time (including acts or omissions occurring in connection with date of this Agreement Agreement, shall survive the Merger and the consummation of the Transactions), and such rights shall continue in full force and effect until (to the expiration fullest extent such rights to indemnification and advancement of the applicable statute of limitations expenses are available under and are consistent with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (iiDelaware law) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six four years after from the Effective Time. (b) From the Effective Time until the sixth anniversary of the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to shall maintain in effect effect, for the Company’s current directors’ benefit of each individual who is or was an officer or director of the Company at any time prior to the date of this Agreement (the “Indemnified Persons”) with respect to their acts and officers’ liability insurance covering each Person currently covered by omissions as directors and officers of the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions Company occurring prior to the Effective Time, the Existing D&O Policies; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” for the Existing D&O Policies a policy or policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including comparable coverage and amount, are that is no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or aggregate; (ii) Parent may request the Surviving Corporation shall not be required to pay annual premiums for the Existing D&O Policies (or for any substitute policies) that exceed, in the aggregate, the lesser of (A) $745,000 or (B) an amount equal to 170 % of the annual premiums paid for the Existing D&O Policies (the lesser of such amounts being referred to as the “Maximum Premium”); and (iii) in lieu of the foregoing, the Company may obtain such extended reporting a prepaid tail policy prior to the Effective Time, which policy provides Indemnified Persons with directors’ and officers’ liability insurance for a period coverage under ending no earlier than the Company’s existing insurance programs (to be effective as sixth anniversary of the Effective Time); and provided, furtherprovided that the aggregate premium for such tail policy shall not exceed $745,000. In the event any future annual premiums for the Existing D&O Policies (or any substitute policies) exceed the Maximum Premium in the aggregate, that in no event shall Parent or the Surviving Corporation shall be required entitled to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of reduce the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 coverage of the Disclosure Schedule), it being understood Existing D&O Policies (or any substitute policies) to the amount of coverage that Parent shall nevertheless be obligated to provide such coverage as may can be obtained for such 300% amounta premium equal to the Maximum Premium. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor fulfill its obligations under Sections 5.6(a) and assign of 5.6(b) above. Parent or shall not permit the Surviving Corporation to merge into or consolidate with any other Person unless the resulting or surviving entity assumes (by operation of law or otherwise) the obligations set forth in imposed by this Section 6.3(c)5.6. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to maintain indemnify their respective current or former directors and officers and any person who becomes a director or officer of any of the Avanex Corporations prior to the Effective Time (the “Indemnified Parties”) to the fullest extent that applicable Legal Requirements permit a company to indemnify its own directors and officers. (b) For a period of six years following the Effective Time, Parent and the Surviving Corporation shall cause to be maintained in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the existing policy of Company’s directors’ and officers’ liability insurance policy (or a correct and complete copy comparable replacement policy) (the “D&O Policy”) covering claims arising from facts or events that occurred at or prior to the Effective Time to the extent that such claims are of which has been heretofore made available to Parent) the type covered by the D&O Policy (including for acts or omissions occurring prior in connection with this Agreement and the consummation of the Contemplated Transactions to the extent that such acts or omissions are covered by the D&O Policy) and covering each Indemnified Party who is covered as of the Effective Time; providedTime by the D&O Policy, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company in any case on terms with the same or better rating as the Company’s current insurance carrier, the material terms of which, including respect to coverage and amount, amounts that are no less favorable in any material respect to such directors and officers the aggregate than the material those terms of the Company’s existing policies as of in effect on the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time)hereof; and provided, furtherhowever, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) expend in any one year an amount in excess of 300150% of the amount of the aggregate premiums current annual premium paid by the Company for Fiscal Year 2011 (which annual premium is set forth on Part 5.6(b) of the Company Disclosure Schedule) for such purpose insurance (which 2010 such 150% amount, the “Maximum Annual Premium”); and provided further, however, that if the annual premiums are hereby represented of such insurance coverage exceed the Maximum Annual Premium, Parent and warranted by Company the Surviving Corporation shall be obligated to be as set forth obtain a policy with the greatest comparable coverage available for a cost not exceeding the Maximum Annual Premium. Notwithstanding anything to the contrary in Part 3.26 this Agreement, in lieu of its obligations under the Disclosure Schedulefirst sentence of this Section 5.6(b), it being understood Parent may purchase a six-year “tail” prepaid policy on the D&O Policy on terms with respect to coverage and amounts no less favorable in the aggregate than the D&O Policy, and in the event that Parent shall nevertheless purchase such a “tail” policy, Parent and the Surviving Corporation shall maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.6(b) for so long as such “tail” policy shall be obligated to provide such coverage as may be obtained for such 300% amountmaintained in full force and effect. (c) The obligations under this Section 5.6 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 5.6(b)) (and any of such person’s heirs and representatives)) without the prior written consent of such affected Indemnified Party or other person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 5.6(b) (and, after the death of any of the foregoing persons, such person’s heirs and representatives). Each of the Indemnified Parties or other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 5.6(b) (and, after the death of any of the foregoing persons, such person’s heirs and representatives) are intended to be third party beneficiaries of this Section 5.6, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 5.6(b) (and their heirs and representatives)) under this Section 5.6 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by Company or any of its Subsidiaries, or applicable Legal Requirement (whether at law or in equity). (d) In the event that Parent, the Surviving Corporation or any of their Subsidiaries (or any of their respective successors or assigns assigns) shall (i) consolidate with or merge into with any other Person person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfer all or substantially all its properties and assets to any Personmerger, then, and then in each such case, Parent shallto the extent necessary to protect the rights of the Indemnified Parties, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor and assign of Parent continuing or the Surviving Corporation assumes surviving corporation or entity (or its successors or assigns, if applicable) shall assume the obligations set forth in this Section 6.3(c)5.6. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification by the Company existing in favor of, and all rights to advancement of expenses to, the current or former those Persons who are directors and officers of the Company as of the Agreement Date (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or and bylaws of the Company’s bylaws Company (as in effect as of the Agreement Date) and as provided in the indemnification agreements between the Company and any such director and officer (as in effect as of the Agreement Date and which have been made available to Parent or Parent’s Representatives) shall survive the Merger for a period of six (6) years from the Effective Time. (b) At or prior to the Effective Time, the Company may (through a nationally recognized insurance broker approved by Parent), and if the Company does not, the Surviving Corporation shall purchase a six-year prepaid “tail” policy on terms and conditions with respect to coverage, deductibles and amounts no less favorable in the date aggregate than the existing policy of this Agreement for directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company with respect to acts or and omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation as of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy Agreement Date (a correct true and complete copy of which has been heretofore made available by the Company to Parent or Parent) for acts or omissions occurring ’s Representatives prior to the Effective TimeAgreement Date); provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay cost of such “tail” policy exceed an aggregate premiums for insurance under this Section 6.3(b) amount in excess of 300250% of the amount of the aggregate premiums paid annual premium currently payable by the Company for Fiscal Year 2011 for with respect to such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule)current policy, it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained if the total premiums payable for such 300% insurance coverage exceeds such amount, the Company or the Surviving Corporation, as applicable, shall obtain a policy with the greatest coverage available for a cost equal to such amount. (c) In the event that Parent, Parent or the Surviving Corporation or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so ensure that the successor successors and assign assigns of Parent or the Surviving Corporation assumes Corporation, as the case may be, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 6.3(c)6.6. (d) The provisions of this Section 6.3 6.6 shall survive the acceptance of Shares for payment pursuant to the Offer and the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each indemnified partyof the Indemnified Persons and their successors, his or her assigns and heirs and his (ii) in addition to, and not in substitution for, any other rights to indemnification or her legal representativescontribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform acknowledges that all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with existing as of the date of this Agreement and the consummation in favor of the Transactions), current and such rights former directors and officers of the Company and its Subsidiaries shall survive the Merger and shall continue in full force and effect until the expiration of the applicable statute of limitations in accordance with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, their terms for a period of six (6) years after following the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, and Parent shall cause the Surviving Corporation to maintain in effect fulfill and honor such obligations to the maximum extent permitted by applicable Law. (b) Prior to the Closing, Parent shall purchase tail insurance coverage for the Company’s current directors’ 's directors and officers’ liability insurance covering each Person currently covered by officers in a form reasonably acceptable to the Company’s directors’ Company and officers’ liability insurance policy Parent, which shall provide such directors and officers with coverage for six (a correct and complete copy 6) years following the Closing with respect to claims arising out of which has been heretofore made available to Parent) for acts or omissions occurring at or prior to the Effective Time; provided, however, that Closing (i) the "D&O Tail Policy"). The cost of obtaining the D&O Tail Policy shall be borne 50% by Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as and 50% by the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) The provisions of this Section 6.9 shall survive the Closing and are intended to be for the benefit of, and enforceable by, each current or former director and officer of the Company and its Subsidiaries and his or her heirs and personal representatives, and nothing in this Agreement shall affect any indemnification rights that any such current or former director or officer and his or her heirs and personal representatives may have under the certificate of incorporation, bylaws or equivalent organizational documents of the Company or its Subsidiaries or under any Contract or applicable Law. (d) In the event that Parent, the Surviving Corporation or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor and assign successors or assigns of Parent or the Surviving Corporation assumes or any of its respective successors or assigns, as the case may be, shall succeed to the obligations set forth in this Section 6.3(c)6.9. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of the current directors and officers of the Company for acts and omissions occurring prior to the Effective Time, as provided in the Company's Bylaws (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said directors and officers (as in effect as of the date of this Agreement), shall survive the Merger and shall be maintained by the Surviving Corporation for a period of not less than six years from the Effective Time; PROVIDED, HOWEVER, that the Surviving Corporation's indemnification obligations will be reduced to the extent of any insurance proceeds paid under the insurance policy or policies referred to in Section 5.5(d). From and after the Effective Time, Parent shall cause (including will, to the fullest extent permitted by providing any necessary funding to) law, perform all indemnification obligations of the Surviving Corporation under this Section 5.5(a) (without giving effect to the limitations on the Surviving Corporation's indemnification obligations imposed by Section 145(b) of the DGCL); PROVIDED, HOWEVER, that Parent's indemnification obligations shall be reduced (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of extent that the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and Surviving Corporation performs such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Lawobligations, and (ii) to include and cause the extent of any insurance proceeds paid under the insurance policy or policies referred to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directorsSection 5.5(d). (b) For If (i) on the Closing Date, a period Legal Proceeding described in Section 6.13 or 6.14 is pending before any court of six years after competent jurisdiction, (ii) any current director or officer of the Effective Time, Parent shall cause the Surviving Corporation to maintain Company is named as a defendant in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered such Legal Proceeding by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy virtue of which has been heretofore made available to Parent) for acts or omissions occurring any action taken by him prior to the Effective Time; provided, however, that (i) Parent Closing Date in his capacity as a director or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms officer of the Company’s existing policies as , (iii) the Company has disclosed to Parent, prior to the Closing Date, the pendency of the date hereof or such Legal Proceeding, and (iiiv) Parent may request that waives in writing the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that condition specified in no event shall Parent Section 6.13 or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.Section

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent and Allscripts shall, jointly and severally, guarantee and shall cause (including by providing any necessary funding to) the Surviving Corporation (i) ChannelHealth to assume maintain and perform all rights ChannelHealth's existing indemnification provisions with respect to indemnification existing in favor of, present and all rights to advancement of expenses to, the current or former directors and officers of ChannelHealth for all losses, claims, damages, expenses or liabilities arising out of actions or omissions or alleged actions or omissions in their capacities as directors and/or officers occurring at or prior to the Company as provided in Closing to the Company’s extent required under ChannelHealth's certificate of incorporation or the Company’s bylaws as and by-laws in effect on as of the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection hereof and permitted under and consistent with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporationlaw, for a period of not less than six years after the Effective Time, the current provisions regarding elimination of liability of directorsClosing. (b) For a period of six years From and after the Effective Time, Parent and the ChannelHealth Surviving Corporation shall guarantee and shall cause the Allscripts Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ perform Allscripts's existing indemnification provisions with respect to present and officers’ liability insurance policy (a correct former directors and complete copy officers of which has been heretofore made available to Parent) Allscripts for acts all losses, claims, damages, expenses or liabilities arising out of actions or omissions or alleged actions or omissions in their capacities as directors and/or officers occurring at or prior to the Effective Time; provided, however, that (i) Parent or Closing to the Surviving Corporation may substitute therefor “tail” policies extent required under Allscripts's certificate of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage incorporation and amount, are no less favorable by-laws in any material respect to such directors and officers than the material terms of the Company’s existing policies effect as of the date hereof or and permitted under and consistent with applicable law, for a period of not less than six years after the Closing. (c) For six years from the Effective Time, Parent shall, maintain in effect (i) ChannelHealth's current directors' and officers' liability insurance covering those persons who are currently covered by ChannelHealth's directors' and officers' liability insurance policy and (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing Allscripts's current directors' and officers' liability insurance programs (to be effective as of the Effective Time)covering those persons who are currently covered by Allscripts's directors' and officers' liability insurance policy; and provided, furtherhowever, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums expend for insurance under this Section 6.3(b) any one year an amount in excess of 300200% of the amount of the aggregate annual premiums currently paid by the Company for Fiscal Year 2011 ChannelHealth for such purpose insurance described in clause (which 2010 i); and, provided, further, however, that if the annual premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule)such insurance coverage exceed such amount, it being understood that Parent shall nevertheless be obligated to provide obtain a policy with the greatest coverage available for a cost not exceeding such coverage as may be obtained for such 300% amount. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 200% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 200% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 200% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 200% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. (b) From and after the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause (including by providing any necessary funding to) the Surviving Corporation Company or Merger LLC to): (i) indemnify, defend and hold harmless each individual who at the Effective Time is, or at any time prior to assume the Effective Time was, a director or officer of the Company or of a Subsidiary of the Company (each, an “Indemnified Party”) from and perform against any and all rights costs, expenses (including fees and expenses of legal counsel, which shall be advanced as they are incurred, provided that the Indemnified Party shall have made an undertaking to repay such expenses if it is ultimately determined that such Indemnified Party was not entitled to indemnification existing under this Section 6.5(b)), judgments, fines, penalties or liabilities (including amounts paid in favor ofsettlements or compromises) to the extent sought to be imposed upon or reasonably incurred by such Indemnified Party in connection with or arising out of any action, suit or other proceeding (whether civil or criminal, and all rights to advancement including any proceeding before any administrative or legislative body or agency) in which such Indemnified Party is involved or with which he or she is threatened (regardless of expenses whether as a named party or as a participant other than as a named party, including as a witness) (a “Proceeding”) (A) by reason of such Indemnified Party’s having been such director or officer or an employee or agent of the Company or otherwise in connection with any action taken or not taken at the request of the Company or (B) arising out of such Indemnified Party’s service in connection with any other corporation or organization for which he or she has served as director or officer at the request of the Company or any Subsidiary of the Company, in each of clause (A) or (B), at, or at any time prior to, the current Effective Time (including any Proceeding relating in whole or former directors in part to the transactions contemplated by this Agreement and officers including any Proceeding relating to the enforcement of this Section 6.5(b) by an Indemnified Party), whether or not the Indemnified Party continues in such position at the time such Proceeding is brought or threatened, to the fullest extent permitted under applicable Law; and (ii) fulfill and honor in all respects the obligations of the Company and its Subsidiaries pursuant to: (x) each indemnification agreement in effect between the Company or any of its Subsidiaries and any Indemnified Party as provided of the date of this Agreement, to the extent such agreement is disclosed in Part 3.16(a) of the Company Disclosure Schedule; and (y) any indemnification provision (including advancement of expenses) and any exculpation provision set forth in the Company’s certificate articles of incorporation organization or bylaws of the Company’s bylaws Company as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement Agreement. Parent’s, Merger LLC’s and the consummation of Surviving Company’s obligations under the Transactions), foregoing clauses (i) and such rights (ii) shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six (6) years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to from the Effective Time; provided, however, that (i) Parent all rights to indemnification, exculpation and advancement of expenses in respect of any claim asserted or made in good faith by an Indemnified Party within such period shall continue until the Surviving Corporation may substitute therefor “tail” policies final disposition of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountclaim. (c) In the event that If Parent, Merger LLC, the Surviving Corporation Company or any of their its respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor successors and assign assigns of Parent Parent, Merger LLC or the Surviving Corporation assumes Company, as the case may be, shall assume the applicable obligations set forth in this Section 6.3(c)6.5. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and 6.5 are (i) intended to be for the benefit of, and will shall be enforceable by, each indemnified party, his or her heirs Indemnified Party and his or her legal representativessuccessors or assigns who by operation of Law, including without limitation, any estate or probate Law, succeed to the liabilities of such Indemnified Party, and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Indemnified Party may have under any articles of organization or bylaws, by contract or otherwise. After the Effective Time, the obligations of Parent, Merger LLC and the Surviving Company under this Section 6.5 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Party to whom this Section 6.5 applies unless the affected Indemnified Party shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnified Parties to whom this Section 6.5 applies shall be third party beneficiaries of this Section 6.5).

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification by the Company existing in favor of, and all rights to advancement of expenses to, the current or former those Persons who are directors and officers of the Company as of the date of this Agreement (the “Indemnified Persons”) for their acts and omissions as directors and officers occurring prior to the Effective Time as provided (i) by applicable Legal Requirements, (ii) in the Company’s certificate of incorporation or the Company’s bylaws (as in effect on as of the date of this Agreement for acts Agreement) or omissions occurring prior to (iii) in any indemnification agreements between the Effective Time Company and said Indemnified Persons (including acts or omissions occurring as in connection with this Agreement and the consummation effect as of the Transactionsdate of this Agreement), shall survive the Merger and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after from the Effective Time, date on which the current provisions regarding elimination of liability of directorsMerger becomes effective. (b) For a period of six years after Prior to the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect (or, at Parent’s option, the Company’s current ) shall purchase a prepaid, non-cancellable “tail” policy on the existing policy of directors’ and officers’ liability insurance covering each Person currently covered maintained by the Company’s directors’ and officers’ liability insurance policy Company as of the date of this Agreement (a correct and complete copy of which has been heretofore made available to Parent“D&O Insurance”) for acts a claims reporting or omissions occurring prior to discovery period of at least six years from the Effective Time; provided, however, Time and otherwise on terms and conditions that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable than as provided in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amounthereof. (c) In For a period of six years from the event Effective Time, Parent shall cause to be maintained in effect provisions in the Surviving Corporation’s certificate of incorporation and bylaws (or in such documents of any successor to the business of the Surviving Corporation) regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of this Agreement. (d) If Parent, the Surviving Corporation or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shallto the extent necessary, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor successors and assign assigns of Parent or the Surviving Corporation assumes Corporation, as the case may be, shall assume the obligations set forth in this Section 6.3(c)5.5. (de) The provisions rights of each Indemnified Person under this Section 6.3 5.5 shall be in addition to any rights such Person may have under the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or under Delaware law or any other applicable Legal Requirement or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Merger and are intended to be for the benefit ofbenefit, and will shall be enforceable by, each indemnified party, his or her heirs and his or her legal representativesIndemnified Person.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation Corporation, to the extent permitted by applicable Law (i) to assume and perform all obligations in connection with all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s 's certificate of incorporation or the Company’s 's bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s 's (or any successor’s's) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination indemnification, exculpation and advancement of liability expenses for directors, or terms no less favorable to such officers and directors than such provisions regarding indemnification, exculpation and advancement of expenses for directors, in the Company's certificate of incorporation as of the date hereof. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c6.6(b). (dc) The provisions of this Section 6.3 6.6 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to maintain indemnify their respective current or former directors and officers and any person who becomes a director or officer of any of the Opnext Corporations prior to the Effective Time (the “Indemnified Parties”) to the fullest extent that applicable Legal Requirements permit a company to indemnify its own directors and officers and in compliance with any agreements related to such indemnification that are in effect as of the date hereof, including any provision therein relating to advancement of expenses. (b) For a period of six years following the Effective Time, Parent and the Surviving Corporation shall cause to be maintained in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the existing policy of Company’s directors’ and officers’ liability insurance policy (or a correct and complete copy comparable replacement policy) (the “D&O Policy”) covering claims arising from facts or events that occurred at or prior to the Effective Time to the extent that such claims are of which has been heretofore made available to Parent) the type covered by the D&O Policy (including for acts or omissions occurring prior in connection with this Agreement and the consummation of the Contemplated Transactions to the extent that such acts or omissions are covered by the D&O Policy) and covering each Indemnified Party who is covered as of the Effective Time; providedTime by the D&O Policy, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company in any case on terms with the same or better rating as the Company’s current insurance carrier, the material terms of which, including respect to coverage and amount, amounts that are no less favorable in any material respect to such directors and officers the aggregate than the material those terms of the Company’s existing policies as of in effect on the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time)hereof; and provided, furtherhowever, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) expend in any one year an amount in excess of 300200% of the amount of the aggregate premiums current annual premium paid by the Company for Fiscal Year 2011 (which annual premium is set forth on Part 5.6(b) of the Company Disclosure Schedule) for such purpose insurance (which 2010 such 200% amount, the “Maximum Annual Premium”); and provided further, however, that if the annual premiums are hereby represented of such insurance coverage exceed the Maximum Annual Premium, Parent and warranted by Company the Surviving Corporation shall be obligated to be as set forth obtain a policy with the greatest comparable coverage available for a cost not exceeding the Maximum Annual Premium. Notwithstanding anything to the contrary in Part 3.26 this Agreement, in lieu of its obligations under the Disclosure Schedulefirst sentence of this Section 5.6(b), it being understood Parent may purchase a six-year “tail” prepaid policy on the D&O Policy on terms with respect to coverage and amounts no less favorable in the aggregate than the D&O Policy, and in the event that Parent shall nevertheless purchase such a “tail” policy, Parent and the Surviving Corporation shall maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.6(b) for so long as such “tail” policy shall be obligated to provide such coverage as may be obtained for such 300% amountmaintained in full force and effect. (c) The obligations under this Section 5.6 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 5.6(b)) (and any of such person’s heirs and representatives)) without the prior written consent of such affected Indemnified Party or other person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 5.6(b) (and, after the death of any of the foregoing persons, such person’s heirs and representatives). Each of the Indemnified Parties or other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 5.6(b) (and, after the death of any of the foregoing persons, such person’s heirs and representatives) are intended to be third party beneficiaries of this Section 5.6, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 5.6(b) (and their heirs and representatives)) under this Section 5.6 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by Company or any of its Subsidiaries, or applicable Legal Requirement (whether at law or in equity). (d) In the event that Parent, the Surviving Corporation or any of their respective Subsidiaries (or any of their respective successors or assigns assigns) shall (i) consolidate with or merge into with any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfer all or substantially all its properties and assets to any Personmerger, then, and then in each such case, Parent shallto the extent necessary to protect the rights of the Indemnified Parties, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor and assign of Parent continuing or the Surviving Corporation assumes surviving corporation or entity (or its successors or assigns, if applicable) shall assume the obligations set forth in this Section 6.3(c)5.6. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From Parent and after the Company agree that all rights to exculpation, indemnification and advancement of expenses existing as of the date of this Agreement in favor of the current or former directors or officers of the Acquired Corporations (“Indemnified Parties”) as provided in their respective certificates of incorporation or bylaws or in any indemnification agreement between an Acquired Corporation and an Indemnified Party in his or her capacity as a director or officer of an Acquired Corporation, as such agreement is in effect as of the date of this Agreement, shall survive the Merger and shall continue in full force and effect, but only to the extent such rights to exculpation, indemnification and advancement of expenses are available under and consistent with the laws of the jurisdictions of the relevant Acquired Corporation. If, following the Effective Time, Parent takes any action, or fails to take any action, that results in the inability of the Company to satisfy its obligations under this Section 5.5, Parent shall cause (including by providing any necessary funding to) thereafter be liable for the obligations of the Surviving Corporation pursuant to this Section 5.5. (ib) to assume From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, the certificate of incorporation and perform all rights to indemnification existing in favor ofbylaws of the Surviving Corporation shall contain, and all rights Parent shall cause the certificate of incorporation and bylaws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses to, the current or and exculpation of former directors and officers of the Company as provided Acquired Corporations than are set forth in the Company’s certificate of incorporation or the Company’s and bylaws as in effect on of the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directorsAgreement. (bc) For a period of six years after Subject to the Effective Timenext sentence, the Surviving Corporation shall, at no expense to the beneficiaries, either (i) maintain, and Parent shall cause the Surviving Corporation to maintain in effect for six (6) years from the Company’s Effective Time the current policies of the directors’ and officers’ liability insurance covering each Person currently covered maintained by the Company and its Subsidiaries (the “Current D&O Insurance”) with respect to matters existing or occurring at or prior to the Effective Time (including the Contemplated Transactions), so long as the annual premium therefor would not be in excess of 250% of the last annual premium paid prior to the Effective Time (such 250%, the “Maximum Premium”), or (ii) purchase a six (6) year extended reporting period endorsement with respect to the Current D&O Insurance (a “Reporting Tail Endorsement”) and maintain such endorsement in full force and effect for its full term. If the Company’s and its Subsidiaries’ existing insurance expires, is terminated or canceled during such six-year period or exceeds the Maximum Premium, the Surviving Corporation shall obtain, and Parent shall cause the Surviving Corporation to obtain, as much directors’ and officers’ liability insurance policy as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on terms and conditions (a correct subject to the foregoing) no less advantageous to the Indemnified Parties than the Company’s and complete copy of which has been heretofore made available Subsidiaries’ existing directors’ and officers’ liability insurance. Notwithstanding anything to Parent) for acts or omissions occurring the contrary in this Agreement, the Company may and may cause the Subsidiaries to, prior to the Effective Time, purchase a Reporting Tail Endorsement; provided, howeverthat, the Company or Subsidiaries do not pay more than the Maximum Premium for such Reporting Tail Endorsement, in which case, provided that (i) Parent or causes the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrierto maintain such Reporting Tail Endorsement in full force and effect for its full term, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage shall be relieved from its obligations under the Company’s existing insurance programs preceding two (to be effective as 2) sentences of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule5.5(c), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (cd) In Parent shall pay all expenses, including reasonable attorneys’ fees, incurred by the event that Parent, the Surviving Corporation or any persons referred to in this Section 5.5 in connection with their enforcement of their successors or assigns shall rights provided in this Section 5.5. (ie) consolidate with or merge into any other Person and shall not The provisions of this Section 5.5 are intended to be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all its properties and assets to any Person, thenin addition to, and in each such case, Parent shall, or and shall cause the Surviving Corporation to, cause proper provision enforce and honor, to be made so that the successor fullest extent permitted by law for a period of six (6) years from the Effective Time, the rights otherwise available to the current officers and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) The provisions of this Section 6.3 shall survive consummation directors of the Merger Company and are intended to be its Subsidiaries by Legal Requirement, charter, bylaw or agreement, and shall operate for the benefit of, and will shall be enforceable by, each indemnified party, his or her heirs and his or her legal representativesof the Indemnified Parties.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification by the Company existing in favor of, and all rights to advancement of expenses to, the current or former those Persons who are directors and officers of the Company as of the date of this Agreement (the “Indemnified Persons”) for their acts and omissions as directors and officers occurring prior to the Effective Time, as provided in the Company’s certificate articles of incorporation or the Company’s bylaws (as in effect on as of the date of this Agreement for acts or omissions occurring prior to Agreement) and as provided in any indemnification agreements between the Effective Time Company and said Indemnified Persons (including acts or omissions occurring as in connection with this Agreement and the consummation effect as of the Transactions)date of this Agreement) Made Available to Parent, shall survive the Merger and such rights shall continue in full force and effect until (to the expiration of the applicable statute of limitations fullest extent such rights to indemnification are available under and consistent with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (iiMontana law) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after from the Effective Time. (b) From the Effective Time until the sixth anniversary of the Effective Time, the current provisions regarding elimination Surviving Corporation shall maintain in effect, for the benefit of liability of directors. (b) For a period of six years after the Indemnified Persons with respect to their acts and omissions as directors and officers occurring prior to the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current existing policy of directors’ and officers’ liability insurance covering each Person currently covered maintained by the Company’s Company as of the date of this Agreement in the form disclosed by the Company to Parent prior to the date of this Agreement (the “Existing D&O Policy”), to the extent that directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made coverage is available to Parent) for acts or omissions occurring prior to the Effective Timeon commercially reasonable terms; provided, however, that that: (i) Parent or the Surviving Corporation may substitute therefor “tail” for the Existing D&O Policy a policy or policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage comparable coverage; and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation shall not be required to pay aggregate annual premiums for insurance under this Section 6.3(bthe Existing D&O Policy (or for any substitute policies) in excess of 300200% of the amount of annual premium paid prior to the aggregate premiums paid date hereof by the Company for Fiscal Year 2011 for such purpose the Existing D&O Policy (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule“Maximum Premium”), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) . In the event that Parentany future annual premiums for the Existing D&O Policy (or any substitute policies) exceed the Maximum Premium in the aggregate, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing D&O Policy (or any substitute policies) to the amount of their successors or assigns shall (i) consolidate with or merge into any other Person coverage that can be obtained for a premium equal to the Maximum Premium. Parent and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that shall have the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth right in this Section 6.3(c). (d) The provisions of this Section 6.3 shall survive consummation lieu of the Merger and are intended foregoing to be for purchase a tail policy with substantially the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representativessame coverage.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company Until such time as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations shall have expired, the Surviving Corporation shall provide with respect to each present or former director and officer of Company and its subsidiaries (both present and past) (the "Indemnified Parties"), the indemnification rights (including any claims against rights to advancement of expenses) which such directors Indemnified Parties had, whether from Company or officers arising out such subsidiary, immediately prior to the Merger, whether under the DGCL or the bylaws of Company or such acts subsidiary or omissionsotherwise. (b) Immediately following the Effective Time, except as otherwise required by applicable Law, and (ii) to include and Merger Partner shall cause to be maintained in effect in the Surviving Corporation’s (current policies of directors' and officers' liability insurance maintained by Company or any successor’sCompany Subsidiary (provided Merger Partner may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) certificate of incorporationwith respect to claims arising from facts or events which occurred at or before the Effective Time, and Merger Partner shall maintain such coverage for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation Merger Partner be required to pay aggregate premiums for insurance under expend pursuant to this Section 6.3(b6.14(b) in excess of 300on an annual basis more than an amount equal to 250% of the amount of the aggregate current annual premiums paid by Company and the Company for Fiscal Year 2011 Subsidiaries for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth insurance and, in Part 3.26 the event the cost of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage shall exceed that amount, Merger Partner shall purchase as may be obtained much coverage as possible for such 300% amount. (c) In This Section 6.14 shall survive the event that ParentClosing and is intended to benefit Company, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) The provisions of this Section 6.3 shall survive consummation of the Merger Indemnified Parties and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his representatives (each of whom shall be entitled to enforce this Section 6.14 against Merger Partner or her legal representativesthe Surviving Corporation to the extent specified herein) and shall be binding on all successors and assigns of Merger Partner and the Surviving Corporation.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform agrees that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing in favor of, and all rights to advancement of expenses to, the current or former directors and directors, officers or employees of the Company Acquired Companies as provided in the their respective certificates of formation, operating agreements or bylaws (or comparable organizational documents) and/or any indemnification agreement or other similar agreements of any Acquired Company’s certificate of incorporation or the Company’s bylaws , in each case as in effect on the date of this Agreement Agreement, (but which, for acts the avoidance of doubt, shall apply to any Persons who become directors, officers or omissions occurring employees of such Acquired Company prior to the Effective Time (including acts or omissions occurring in connection with this Agreement Time), shall survive the Merger and the consummation of the Transactions), other Contemplated Transactions and such rights shall continue in full force and effect until in accordance with their terms, it being agreed that after the expiration of Closing such rights shall be mandatory rather than permissive, if applicable (to the extent such rights to indemnification are available under applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable LawLegal Requirements), and (ii) to include and Parent shall cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after Company to perform the Effective Time, the current provisions regarding elimination of liability of directorsobligations thereunder. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) In the event that Parent, the Surviving Corporation Company or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall is not be the continuing or surviving corporation limited liability company or entity of such consolidation or merger or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, Company shall cause proper provision to be made so that the successor successors and assign assigns of Parent or the Surviving Corporation assumes Company assume the obligations set forth in this Section 6.3(c5.5. (c) For a period of six years from and after the Effective Time, the Surviving Company shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by or for the benefit of the Acquired Companies or provide substitute policies for the Acquired Companies and their respective current and former directors, officers and employees who are covered by the directors’ and officers’ and fiduciary liability insurance policies currently maintained by or for the benefit of the Acquired Companies, in either case, of not less than the existing coverage and having other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by or for the benefit of the Acquired Companies with respect to claims arising from facts or events that occurred on or before the Effective Time (with insurance carriers having at least an “A” rating by A.M. Best with respect to directors’ and officers’ liability insurance and fiduciary liability insurance), except that in no event shall the Surviving Company be required to pay with respect to such insurance policies in respect of any one policy year more than 300% of the aggregate annual premium most recently paid by the Acquired Companies prior to the date of this Agreement (the “Maximum Amount”), and if the Surviving Company is unable to obtain the insurance required by this Section 5.5(c) it shall obtain as much comparable insurance as possible for each year within such six-year period for an annual premium equal to the Maximum Amount. In lieu of such insurance, prior to the Effective Time, the Acquired Companies may, at their option and expense (following reasonable consultation with Parent), purchase prepaid “tail” insurance for the Acquired Companies and their current and former directors, officers and employees who are covered by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance currently maintained by or for the benefit of the Acquired Companies as of the date of this Agreement for a period of six years from the Effective Time, such tail insurance to provide coverage in an amount not less than the existing coverage and to have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance policies currently maintained by or for the benefit of the Acquired Companies, with respect to claims arising from facts or events that occurred on or before the Effective Time; provided that in no event shall the annualized cost of any such tail insurance exceed the Maximum Amount. The Surviving Company shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. (d) The provisions of this Section 6.3 5.5: (i) shall survive consummation of the Merger and Merger, (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified or insured party, his or her heirs and his or her legal representatives, and (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) All rights to indemnification and advancement of expenses existing in favor of those Persons who are or were directors and officers of the Company (the “Indemnified Persons”) for acts and omissions occurring prior to the Effective Time, as provided in the Company’s Certificate of Incorporation or Bylaws (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement and as disclosed in the Company Disclosure Schedule), shall survive the Merger and shall be fully complied with by the Surviving Corporation, and Parent shall take all action necessary to cause the Surviving Corporation to fully comply with such rights, to the fullest extent permitted by Delaware law. (b) From and after the Effective Time until the sixth anniversary of the Effective Time, Parent shall cause (including by providing any necessary funding to) maintain in effect, for the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers benefit of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations Indemnified Persons with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time, the existing policy of directors’ and officers’ liability insurance maintained by the Company as of the date of this Agreement (the “Existing Policy”); provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” for the Existing Policy a policy or policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable coverage, and (ii) Parent shall not be required to pay annual premiums for the Existing Policy (or for any substitute policies) in any material respect to such directors and officers than the material terms excess of 150% of the Company’s existing policies annual premium payable under the Existing Policy as of the date hereof or (ii) Parent may request that which the Company obtain such extended reporting period coverage under has represented to Parent is $882,000 per annum). In the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate any future annual premiums for insurance under this Section 6.3(bthe Existing Policy (or any substitute policies) in excess of 300exceed 150% of such current annual premium, Parent shall be entitled to reduce the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 coverage of the Disclosure Schedule), it being understood Existing Policy (or any substitute policies) to the amount of coverage that Parent shall nevertheless be obligated to provide such coverage as may can be obtained for such 300a premium equal to 150% amount. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c)current annual premium. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification by any Acquired Corporation existing in favor of, and all rights to advancement of expenses to, the current those Persons who are or former were directors and officers of the Company any Acquired Corporation as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on prior to the date of this Agreement (the “Indemnified Persons”) for their acts or and omissions as directors and officers of any Acquired Corporation occurring prior to the Effective Time (including acts or omissions occurring as provided in: (i) the Company’s Articles of Association (as in connection with this Agreement and the consummation effect as of the Transactionsdate of this Agreement), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and ; (ii) to include any indemnification agreements between the Company and cause to be maintained said Indemnified Persons (as in effect as of the date of this Agreement) identified in Part 2.10(a)(vi) of the Company Disclosure Schedule; (iii) indemnification agreements entered into during the Pre-Closing Period in substantially the form of Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004; and (iv) the agreements and other documents referred to in the first and second paragraphs of Part 2.10(a)(vi) of the Company Disclosure Schedule (the agreements and documents referred to in clauses “(i)” through “(iv)” of this sentence being referred to as the “Indemnification Documents”), shall survive the Merger and be observed by the Surviving Corporation’s (or any successor’s) certificate of incorporation, Corporation to the fullest extent available under the Indemnification Documents and applicable law for a period of six seven years after from the Effective Timedate on which the Merger becomes effective, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, and Parent shall cause the Surviving Corporation to so observe such rights (including, to the extent necessary, by providing funds to ensure such observance). (b) From the Effective Time until the seventh anniversary of the date on which the Merger becomes effective, the Surviving Corporation shall maintain in effect effect, for the Company’s current benefit of those Indemnified Persons who are currently insured under the directors’ and officers’ liability insurance covering each Person currently covered maintained by the Company’s Company as of the date of this Agreement in the form delivered by the Company to Parent prior to the date of this Agreement (the “Existing D&O Policy”) with respect to their acts and omissions as directors and officers of any Acquired Corporation occurring prior to the Effective Time, the Existing D&O Policy, to the extent that directors’ and officers’ liability insurance coverage is commercially available; provided, however, that: (i) the Surviving Corporation may substitute for the Existing D&O Policy a policy or policies of comparable coverage; and (ii) the Surviving Corporation shall not be required to pay annual premiums for the Existing D&O Policy (or for any substitute policies) in excess of US$1,500,000 (the “Maximum Premium”). In the event any future annual premiums for the Existing D&O Policy (or any substitute policies) exceed the Maximum Premium, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing D&O Policy (or any substitute policies) to the amount of coverage that can be obtained for a correct premium equal to the Maximum Premium. The provisions of this Section 5.7(b) shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.7(b), which policies provide such directors and complete copy officers with coverage comparable to the coverage provided by the Existing D&O Policy for an aggregate period of which has been heretofore made available to seven years following the Effective Time (and the Company may, if it obtains the prior written consent of Parent) for acts or omissions occurring , obtain such a prepaid policy prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request provided that the Company obtain cost thereof shall not exceed the Maximum Premium). If such extended reporting period coverage under the Company’s existing insurance programs (prepaid policies have been obtained prior to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide not cancel such coverage as may be obtained for such 300% amountpolicies. (c) In The obligations under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons shall be third party beneficiaries of this Section 5.7), and in the event that Parent, the Surviving Corporation Parent consolidates or any of their successors or assigns shall (i) consolidate merges with or merge into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfer all or substantially all its properties and assets to any Personmerger, then, and in each such case, then Parent shall, or shall cause the Surviving Corporation to, cause make proper provision to be made so that the successor and assign of Parent continuing or the Surviving Corporation assumes surviving corporation or entity shall assume the obligations set forth in this Section 6.3(c)5.7. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) Parent agrees that all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company (the “Indemnified Parties”) as provided in the Company’s Certificate of Incorporation (as amended), the Company’s Bylaws (as amended), or any indemnification Contract between such directors or officers and the Company (in each case, as in effect on, and, in the case of any indemnification Contracts, to the extent made available to Parent prior to, the date of this Agreement) shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the Company’s Certificate of Incorporation (as amended), and the Company’s Bylaws (as amended), as in effect immediately prior to the Effective Time with respect to acts or omissions occurring prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided, however, that all rights to indemnification with respect to any claim made for indemnification within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall guarantee and stand surety for, and shall cause (including by providing any necessary funding to) the Surviving Corporation to honor, in accordance with their respective terms, each of the covenants contained in this Section 5.09. (ib) Prior to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses toor at the Effective Time, the current or former directors Company shall purchase a six (6)-year prepaid “tail” policy, with terms, conditions, retentions and officers limits of liability that are no less favorable than the Company as coverage provided in under the Company’s certificate existing policies of incorporation directors’ and officers’ liability insurance and fiduciary liability insurance, with respect to matters arising on or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to before the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactionstransactions or actions contemplated by this Agreement), and Parent shall cause such rights shall continue policy to be maintained in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissionseffect, except as otherwise required by applicable Lawfor its full term, and (ii) to include and cause all obligations thereunder to be maintained in effect in honored by the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent the Company shall not pay or agree to pay, and the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation not be required to pay aggregate premiums for insurance under this Section 6.3(b) pay, in excess of three hundred percent (300% %) of the amount of the aggregate premiums last annual premium paid by the Company prior to the date of this Agreement in respect of such “tail” policy. Should the Company be unable to purchase a six (6)-year tail policy for Fiscal Year 2011 for such purpose (fiduciary liability, the Company shall purchase the longest tail period available, which 2010 premiums are hereby represented and warranted by Company shall be deemed to be as set forth in Part 3.26 of the Disclosure Schedulesatisfy this Section 5.09(b), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) In The covenants contained in this Section 5.09 are intended to be for the event that Parentbenefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and shall not be deemed exclusive of any other rights to which any such person is entitled, whether pursuant to applicable Law, Contract or otherwise. (d) If Parent or the Surviving Corporation or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, Parent shall, or proper provisions shall cause the Surviving Corporation to, cause proper provision to be made so that the successor successors and assign assigns of Parent or the Surviving Corporation assumes shall assume all of the obligations set forth in this Section 6.3(c)5.09. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) and the Surviving Corporation (i) to assume Corporation, jointly and perform severally, shall honor all rights to indemnification existing in favor of, and all rights to advancement as of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement in favor of (i) current and former directors, officers and employees of the Company (the “Indemnified Persons”) and (ii) those Persons who have indemnification agreements with the Company as of the date of this Agreement, for acts or and omissions occurring prior to or at the Effective Time Time, as provided in the Company Organizational Documents and under each indemnification agreement with the Indemnified Persons to which the Company is a party (including acts or omissions occurring as each is in connection with effect as of the date of this Agreement and Agreement), to continue in effect after the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, Merger for a period of six (6) years after from the date of this Agreement. The Certificate of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to those contained in the Company Organizational Documents, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective TimeTime in any manner that would adversely affect the rights thereunder of Indemnified Persons, the current provisions regarding elimination of liability of directorsunless such modification is required by applicable Legal Requirements. (b) For a period of six (6) years after from the Effective Timedate of this Agreement, Parent shall cause and the Surviving Corporation to maintain in effect the Company’s current directorsshall, jointly and severally, provide for officers’ and officersdirectors’ liability insurance covering for the benefit of each Person currently covered by (other than the Company’s directors) named as an insured party in any officers’ and officersdirectors’ liability insurance policy held by the Company as of the date of this Agreement (a correct and complete copy the “Insured Parties”), on terms with respect to such coverage no less favorable than those of which has been heretofore made available to Parent) for such policy in effect on the date of this Agreement, covering only those acts or omissions occurring prior to or at the Effective Time; providedprovided that neither Parent nor the Surviving Corporation shall be required to maintain such policies to the extent the cost of maintaining the same shall exceed $1,000,000 in the aggregate, however, that (i) in which case Parent or the Surviving Corporation may substitute therefor “tail” policies of an shall maintain as much comparable insurance company with as can be obtained for such amount. Prior to the same or better rating as the Company’s current insurance carrierEffective Time, the material terms of which, including coverage and amount, are no less favorable in any material respect Company shall take all reasonable actions requested by Parent to maintain such directors and officers than the material liability insurance. (c) The terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (this Section 5.5 are intended to be effective as for the benefit of and shall be enforceable by the Effective Time); Indemnified Parties and provided, further, that in no the Insured Parties and their heirs and personal representatives and shall be binding on Parent and the Surviving Corporation and their successors and assigns. In the event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall and assigns) (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor and or assign of Parent or the Surviving Corporation assumes Corporation, as the obligations case may be, honors the obligation set forth with respect to Parent or the Surviving Corporation, as the case may be, in this Section 6.3(c)5.5. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective TimeTime through the third anniversary of the date the Effective Time occurs, Parent La Jolla shall and shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, fulfill and honor in all respects the current or former directors obligations of La Jolla and officers of the Company as provided in the Company’s certificate Adamis pursuant to any indemnification provisions under their respective certificates of incorporation or the Company’s and bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to (the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause persons entitled to be maintained in effect in indemnified pursuant to such provisions being referred to collectively as the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors“D&O Indemnified Parties”). (b) For The certificate of incorporation and bylaws of La Jolla and the Surviving Corporation, as the case may be, shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of La Jolla than are presently set forth in the certificate of incorporation and bylaws of La Jolla, which provisions shall not be amended, modified or repealed for a period of six three (3) years after time from the Effective Time in a manner that would adversely affect the rights thereunder of the D&O Indemnified Parties. (c) La Jolla shall take no actions to terminate or curtail the directors’ and officers’ tail liability insurance coverage that is in place at the Effective Time insuring those directors and officers of La Jolla serving prior to the Effective Time. (d) La Jolla shall pay all expenses, Parent including reasonable attorneys’ fees, that may be incurred by the D&O Indemnified Parties in connection with their enforcement of their rights provided in this Section 5.5 pursuant to any indemnification provisions under their respective certificates of incorporation and bylaws as in effect on the date of this Agreement. (e) The provisions of this Section are intended to be in addition to the rights otherwise available to the D&O Indemnified Parties 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. (f) La Jolla shall cause the Surviving Corporation to maintain in effect perform all of the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy obligations of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountSection. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From Parent and after Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation from Liabilities by the Company and any other Acquired Company now existing in favor of those Persons who are current or former directors or officers of any Acquired Company (or directors or officers of an Acquired Company to the extent serving as fiduciaries with respect to any employee benefit plan maintained by any Acquired Company) (such directors, officers or fiduciaries, collectively, the “Indemnified Persons”) for their acts or omissions as such directors and officers and fiduciaries occurring, or alleged to have occurred, at or prior to the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses toconnection with this Agreement, the current or former directors Merger and officers of the Company other Contemplated Transactions, as provided in the Company’s or the applicable Acquired Company’s respective certificate of incorporation incorporation, bylaws or other organizational documents (as in effect as of the date of this Agreement) and/or as provided in any indemnification agreement between an Acquired Company and such Indemnified Person (as in effect as of the date of this Agreement), shall survive the Merger and shall continue in full force and effect (to the extent such rights to indemnification are available under and consistent with applicable Delaware Law) in accordance with their terms and shall not be amended, repealed or otherwise modified during such period in any manner that would adversely affect any right thereunder of any such Indemnified Person. (b) As of or prior to the Effective Time, the Company shall purchase, and Parent shall use reasonable efforts to cooperate with the Company in connection with the Company obtaining, a prepaid “tail” (i) directors’ and officers’ liability insurance policy or policies and (ii) fiduciary liability insurance policy or policies, in both cases with a claims reporting or discovery period of six (6) years from the Effective Time covering each person currently covered by the Company’s bylaws existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance with respect to acts, omissions or events occurring prior to the Effective Time (including in connection with this Agreement and the Contemplated Transactions) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier(s) as of the date of this Agreement, and that are no less favorable to the insureds (including as to terms, coverages, conditions, retentions and limits of liability) than the coverage provided under the Company’s existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance as in effect on the date of this Agreement for acts (or omissions occurring prior to if insurance coverage that is no less favorable is unavailable, the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactionsbest available coverage), and Parent shall cause the Surviving Corporation to maintain such rights shall continue policies in full force and effect until and be prepaid for the expiration full term of six (6) years and cause all obligations thereunder to be honored by the Surviving Corporation; provided that the Company shall not pay (i) annual premiums for such “tail” directors’ and officers’ liability insurance policy or policies in excess of an aggregate amount of 300% of the applicable statute last annual premiums paid by the Company prior to the date of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, this Agreement for its existing directors’ and officers’ liability insurance policies and (ii) annual premiums for such “tail” fiduciary liability insurance policy or policies in excess of an aggregate amount of 300% of the last annual premiums paid by the Company prior to include and cause the date of this Agreement for its existing fiduciary liability insurance policies, but in each such case shall purchase as much coverage as reasonably practicable for each such respective 300% aggregate amounts. If the Company for any reason fails to be maintained in effect in obtain such “tail” insurance policies prior to or as of the Surviving Corporation’s (or any successor’s) certificate of incorporationEffective Time, Parent shall, for a period of six (6) years after from the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s then-current (as of the Effective Time) policies of directors’ and officers’ liability insurance covering each Person currently covered and fiduciary liability insurance maintained by the Company’s directors’ and officers’ liability insurance policy Company (a correct and complete copy of which has been heretofore made available to Parentthe extent such policies can be obtained by the Surviving Corporation) for acts with respect to acts, omissions or omissions events occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of after the Effective Time); and provided, further, that in no event Parent shall Parent or the Surviving Corporation not be required to pay aggregate (i) annual premiums for such directors’ and officers’ liability insurance under this Section 6.3(b) in excess of an aggregate amount of 300% of the amount of the aggregate last annual premiums paid by the Company prior to the date of this Agreement for Fiscal Year 2011 its existing directors’ and officers’ liability insurance policies and (ii) annual premiums for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth fiduciary liability insurance in Part 3.26 excess of an aggregate amount of 300% of the Disclosure Schedule)last annual premiums paid by the Company prior to the date of this Agreement for its existing fiduciary liability insurance policies, it being understood that Parent but in each such case shall nevertheless be obligated to provide such purchase as much coverage as may be obtained reasonably practicable for each such respective 300% aggregate amount. (c) The provisions of this Section 5.8 are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and their respective heirs and representatives (each of whom is an intended third-party beneficiary of this Section 5.8) from and after the Effective Time and (ii) shall not be deemed exclusive of any other rights to which any Indemnified Person is entitled by Law, contract or any Acquired Company’s charter, bylaws or other organizational document. The provisions of this Section 5.8 shall survive the consummation of the Contemplated Transactions, including the Merger, and continue in accordance with their terms. (d) In the event that Parent, the Surviving Corporation or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor and assign successors or assigns of Parent or the Surviving Corporation assumes Corporation, as the case may be, shall assume the obligations set forth in this Section 6.3(c)5.8. (de) The provisions From and after the Effective Time, Parent shall cause the Surviving Corporation and each Acquired Company and their respective successors and assigns to comply with and honor each of the obligations and other covenants contained in this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives5.8.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification indemnification, advancement and exculpation by any Acquired Corporation existing in favor of, and all rights of those Persons who are or were at any time prior to advancement of expenses to, the current or former First Effective Time directors and officers of any Acquired Corporation (the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement “Indemnified Persons”) for their acts or and omissions occurring prior to the First Effective Time Time, as provided in the certificate of incorporation and bylaws of such Acquired Corporation (including acts or omissions occurring as in connection with this Agreement and the consummation effect as of the Transactions), Agreement Date) and as provided in the indemnification agreements between such rights shall continue Acquired Corporation and any such Person (as in full force and effect until the expiration as of the applicable statute of limitations with respect Agreement Date and which have been made available to any claims against such directors Parent or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (iiParent’s Representatives) to include and cause to be maintained in effect in shall survive the Surviving Corporation’s (or any successor’s) certificate of incorporation, Mergers for a period of six years after from the First Effective Time, and Parent shall ensure that the current provisions regarding elimination Acquired Corporations satisfy their obligations under such certificate of liability of directorsincorporation, bylaws and agreements. (b) For a period of six years after At or prior to the First Effective Time, Parent shall cause the Company may (through a nationally recognized insurance broker approved by Parent), and if the Company does not, the Surviving Corporation Company shall, purchase a six-year prepaid “tail” policy on terms and conditions with respect to maintain coverage, deductibles and amounts no less favorable in effect the Company’s current aggregate than the existing policy of directors’ and officers’ liability insurance covering each Person currently covered and fiduciary liability insurance maintained by the Company’s directors’ Company with respect to acts and officers’ liability insurance policy omissions occurring prior to the First Effective Time as of the Agreement Date (a correct true and complete copy of which existing policy has been heretofore made available by the Company to Parent or Parent) for acts or omissions occurring ’s Representatives prior to the Effective TimeAgreement Date); provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay cost of such “tail” policy exceed an aggregate premiums for insurance under this Section 6.3(b) amount in excess of 300% of the amount of the aggregate premiums paid annual premium currently payable by the Company for Fiscal Year 2011 for with respect to such purpose (which 2010 premiums are hereby represented and warranted by Company to be policy as set forth in Part 3.26 of the Disclosure Schedule)Agreement Date, it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained if the total premiums payable for such 300% insurance coverage exceeds such amount, the Company or the Surviving Company, as applicable, shall obtain a policy with the greatest coverage available for a cost equal to such amount. (c) In the event that Parent, Parent or the Surviving Corporation Company or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so ensure that the successor successors and assign assigns of Parent or the Surviving Corporation assumes Company, as the case may be, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 6.3(c)6.5. (d) The provisions of this Section 6.3 6.5 shall survive the acceptance of Shares for payment pursuant to the Offer and the consummation of the Merger Mergers and are (i) intended to be for the benefit of, and will be enforceable by, each indemnified partyof the Indemnified Persons and their successors, his or her assigns and heirs and his (ii) in addition to, and not in substitution for, any other rights to indemnification or her legal representativescontribution that any such Person may have by contract or otherwise. (e) Parent and the Surviving Company jointly and severally agree to pay all expenses, including attorneys’ fees, that may be incurred by the Indemnified Persons in enforcing their indemnity rights and other rights provided in this Section 6.5.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from and after the Effective TimeClosing Date, Parent shall cause (including by providing any necessary funding to) and the Surviving Corporation agree to indemnify (iincluding advancement of expenses) and hold harmless all past and present officers and directors of the Company to assume the same extent such persons are indemnified by the Company as of the date of this Agreement pursuant to the Company’s Certificate of Incorporation or Bylaws, employment agreements, indemnification agreements identified on any schedule attached hereto under applicable Law for acts or omissions which occurred at or prior to the Effective Time. The certificate of incorporation and perform all rights bylaws of the Surviving Corporation shall contain provisions with respect to indemnification existing in favor of, and all rights exculpation that are at least as favorable to advancement of expenses to, the current or former past and present officers and directors and officers of the Company as provided those provisions contained in the Company’s certificate Certificate of incorporation or the Company’s bylaws as Incorporation and Bylaws in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions)hereof, and such rights provisions shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors not be amended, repealed or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, modified for a period of six (6) years after in any manner that would adversely affect the Effective Time, rights of the current provisions regarding elimination past and present officers and directors of liability of directorsthe Company (unless such modification is required by applicable law). (b) For a period of six (6) years for and after the Effective Time, each of the Parent shall cause and the Surviving Corporation agrees to maintain in effect the Company’s current directorsuse its reasonable best efforts to provide officers’ and officersdirectors’ liability insurance with respect to acts or omissions occurring at or prior to the Effective Time covering each Person past and present officer and director of the Company who are currently covered by the Company’s directorsofficers’ and officersdirectors’ liability insurance policy (a correct true and complete copy of which has been heretofore made available delivered to Parent) for acts or omissions occurring prior to ). The terms and coverage amounts of the Effective Timeliability insurance policy shall be at least as favorable as the terms and coverage amounts of the liability insurance policy in effect on the date hereof; provided, however, that in no event shall Parent be required to expend more than 150% per annum of the current amount expended by the Company (ithe “Insurance Amount”) Parent to maintain or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to procure such directors and officers than insurance coverage; provided, further, that if Parent is unable to obtain the material terms of insurance called for by this Section 7.06, Parent shall use its reasonable best efforts to obtain as much comparable insurance as is available for the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time)Insurance Amount; and provided, further, that in no event shall Parent or officers and directors of the Surviving Corporation Company may be required to pay aggregate premiums make application and provide customary representations and warranties to Parent’s insurance carrier for insurance under this Section 6.3(b) in excess the purpose of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for obtaining such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountinsurance. (c) In the event that If Parent, the Surviving Corporation or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger; or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, Parent shallto the extent necessary, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor successors and assign assigns of Parent or the Surviving Corporation assumes Corporation, as the case may be, shall assume the obligations set forth in this Section 6.3(c)7.06. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and 7.06 are intended to be for the benefit of, and will shall be enforceable by, each indemnified party, all past and present officers and directors of the Company and his or her heirs and his representatives. The rights of all past and present officers and directors of the Company under this Section 7.06 are in addition to, and not in substitution for, any other rights to indemnification or her legal representativescontribution that any such person may have by contract, applicable law or otherwise.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification indemnification, including the advancement of expenses, now existing in favor of, and all rights to advancement of expenses to, the current those Persons who are or former were directors and officers of the Company as provided in (the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement "INDEMNIFIED PERSONS") for acts or and omissions occurring prior to the Effective Time Time, as provided in the Company's Certificate of Incorporation or Bylaws (including acts or omissions occurring as in connection with effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement and the consummation as disclosed in Section 2.8(a)(iv) of the TransactionsCompany Disclosure Letter), shall survive the Merger and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required be observed by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, and Parent shall take all action necessary to cause the Surviving Corporation to observe such rights, to the fullest extent permitted by New York law for a period of not less than six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period From the Effective Time until the sixth anniversary of six years after the Effective Time, Parent shall cause the Surviving Corporation to shall maintain in effect effect, for the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by benefit of the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available Indemnified Persons with respect to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms existing policy of which, including coverage directors' and amount, are no less favorable in any material respect to such directors and officers than officers' liability insurance maintained by the material terms of the Company’s existing policies Company as of the date hereof or of this Agreement (ii) the "EXISTING POLICY"); PROVIDED, HOWEVER, that Parent may request substitute for the Existing Policy a policy of no less favorable coverage, provided that the Company obtain carrier of such extended reporting period coverage under policy is a reputable insurance carrier that has a financial strength rating from A.M. Best (or its successor) that is equal to or better than the financial strength rating assigned by A.M. Best to the insurance carrier of the Company’s existing insurance programs (to be effective 's Existing Policy as of the date hereof. Prior to the Effective Time); , the annual premiums of the Existing Policy for such six year period shall be prepaid in full, with the Company and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of sharing equally the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountprepayment. (c) In the event that Parent, If the Surviving Corporation or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, Parent shall, or shall cause assure the Surviving Corporation to, cause proper provision to be is made so that the successor successors and assign assigns of Parent or the Surviving Corporation assumes assume or are otherwise bound by the obligations of the Surviving Corporation set forth in this Section 6.3(c)5.4. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. For a period of six (6) years from and after the Closing Date, Parent and the Surviving Corporation agree to indemnify (including advancement of expenses) and hold harmless all past and present officers and directors of the Company to the same extent such persons are indemnified by the Company as of the date of this Agreement pursuant to the Company’s Certificate of Incorporation or Bylaws, employment agreements, indemnification agreements identified on the Company Disclosure Letter or under applicable Law for acts or omissions which occurred at or prior to the Effective Time. The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain provisions with respect to indemnification and exculpation that are at least as favorable to the past and present officers and directors of the Company as those provisions contained in the Company’s Certificate of Incorporation and Bylaws in effect on the date hereof, and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years in any manner that would adversely affect the rights of the past and present officers and directors of the Company (unless such modification is required by applicable Law). (a) From For a period of six (6) years for and after the Effective Time, each of the Parent shall cause (including by providing any necessary funding to) and the Surviving Corporation (i) agrees to assume use its reasonable best efforts to provide officers’ and perform all rights directors’ liability insurance with respect to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring at or prior to the Effective Time (including acts or omissions occurring in connection with this Agreement covering each past and the consummation present officer and director of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person Company who are currently covered by the Company’s directorsofficers’ and officersdirectors’ liability insurance policy (a correct true and complete copy of which has been heretofore made available delivered to Parent) for acts or omissions occurring prior to ). The terms and coverage amounts of the Effective Timeliability insurance policy shall be at least as favorable as the terms and coverage amounts of the liability insurance policy in effect on the date hereof; provided, however, that in no event shall Parent be required to expend more than 200% per annum of the current amount expended by the Company (ithe “Insurance Amount”) Parent to maintain or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to procure such directors and officers than insurance coverage; provided, further, that if Parent is unable to obtain the material terms of insurance called for by this Section 6.06, Parent shall use its reasonable best efforts to obtain as much comparable insurance as is available for the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time)Insurance Amount; and provided, further, that in no event shall Parent or officers and directors of the Surviving Corporation Company may be required to pay aggregate premiums make application and provide customary representations and warranties to Parent’s insurance carrier for insurance under this Section 6.3(b) in excess the purpose of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for obtaining such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountinsurance. (cb) In the event that If Parent, the Surviving Corporation or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger; or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, Parent shallto the extent necessary, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor successors and assign assigns of Parent or the Surviving Corporation assumes Corporation, as the case may be, shall assume the obligations set forth in this Section 6.3(c)6.06. (dc) The provisions of this Section 6.3 shall survive consummation of the Merger and 6.06 are intended to be for the benefit of, and will shall be enforceable by, each indemnified party, all past and present officers and directors of the Company and his or her heirs and his representatives. The rights of all past and present officers and directors of the Company under this Section 6.06 are in addition to, and not in substitution for, any other rights to indemnification or her legal representativescontribution that any such person may have by contract, applicable Law or otherwise.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification existing in favor of, and all exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses torelating thereto now existing in favor of any person who is or prior to the Effective Time becomes, or has been at any time prior to the current date of this Agreement, a director, officer, employee or former directors and officers agent (including as a fiduciary with respect to an employee benefit plan) of the Company Company, any of its Subsidiaries or any of their respective predecessors (the “Indemnified Persons”) as provided by the Certificate of Incorporation, bylaws or other organizational documents of any Acquired Corporation (as in effect as of the date of this Agreement) and as provided in any indemnification agreement between the Company’s certificate of incorporation or the Company’s bylaws as Company and said Indemnified Persons in effect on as of the date of this Agreement in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Person. (b) From the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation shall maintain in effect, the existing policy of directors’ and officers’ liability insurance maintained by the Company as of the date of this Agreement (an accurate and complete copy of which has been made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement), or an alternative policy or policies of at least the same coverage containing terms and conditions no less favorable than the existing policy, for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to their acts or and omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement their capacities as directors and the consummation officers of the TransactionsCompany (as applicable), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts at or omissions occurring prior to the Effective Time Parent or the Company may (through a nationally recognized insurance broker approved by Parent (such approval not to be unreasonably withheld, delayed or conditioned)) purchase a six-year “tail” policy for the existing policy effective as of the Effective Time) and if such “tail policy” has been obtained, it shall be deemed to satisfy all obligations to obtain and/or maintain insurance pursuant to this Section 6.5(b); provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(bexpend in any one (1) year an amount in excess of 300% of the amount of the aggregate premiums paid annual premium currently payable by the Company for Fiscal Year 2011 for with respect to such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule)current policy, it being understood that if the annual premiums payable for such insurance coverage exceeds such amount, Parent shall nevertheless be obligated to provide cause the Surviving Corporation to obtain a policy with the greatest coverage available for a cost equal to such coverage as may be obtained for such 300% amount. (c) In the event that Parent, Parent or the Surviving Corporation or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so ensure that the successor successors and assign assigns of Parent or the Surviving Corporation assumes Corporation, as the case may be, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 6.3(c)6.5. (d) The provisions of this Section 6.3 6.5 shall survive the acceptance of Shares for payment pursuant to the Offer and the consummation of the Merger and are (i) intended to be for the benefit of, and will shall be enforceable by, each indemnified partyof the Indemnified Persons and their successors, his or her assigns and heirs and his (ii) in addition to, and not in substitution for, any other rights to indemnification or her legal representativescontribution that any such Person may have by contract or otherwise. Unless required by applicable Legal Requirement, this Section 6.5 may not be amended, altered or repealed after the Offer Acceptance Time in such a manner as to adversely affect the rights of any Indemnified Person or any of their successors, assigns or heirs without the prior written consent of the affected Indemnified Person.

Indemnification of Officers and Directors. (a) From and For six years after the Effective Time, Parent shall, or shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors maintain officers’ and officers directors’ liability insurance in respect of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time covering each such Person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.4(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300% of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement as set forth on Part 6.4(a) of the Company Disclosure Schedule (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium not in excess of 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the Contemplated Transactions; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. At Parent’s request, the Company shall obtain such prepaid policies prior to the Effective Time, with such policies to be effective as of the Effective Time. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. (b) From and after the Effective Time, each of Parent and the Surviving Corporation shall: (i) indemnify and hold harmless each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or of a Subsidiary of the Company (each, an “Indemnified Party”) for any and all costs and expenses (including acts fees and expenses of legal counsel, which shall be advanced as they are incurred, provided that the Indemnified Party shall have made an undertaking to repay such expenses if it is ultimately determined that such Indemnified Party was not entitled to indemnification under this Section 6.4(b)), judgments, fines, penalties or omissions occurring liabilities (including amounts paid in settlements or compromises) imposed upon or reasonably incurred by such Indemnified Party in connection with or arising out of any action, suit or other proceeding (whether civil or criminal, and including any proceeding before any administrative or legislative body or agency) in which such Indemnified Party may be involved or with which he or she may be threatened (regardless of whether as a named party or as a participant other than as a named party, including, without limitation, as a witness) (an “Indemnified Party Proceeding”) (A) by reason of such Indemnified Party’s being or having been such director or officer or an employee or agent of the Company or any Subsidiary of the Company or otherwise in connection with any action taken or not taken at the request of the Company or any Subsidiary of the Company or (B) arising out of such Indemnified Party’s service in connection with any other corporation or organization for which he or she serves or has served as director, officer, employee, agent, trustee or fiduciary at the request of the Company or any Subsidiary of the Company (including in any capacity with respect to any employee benefit plan), in each of clause (A) or (B) whether or not the Indemnified Party continues in such position at the time such Indemnified Party Proceeding is brought or threatened and at, or at any time prior to, the Effective Time (including any Indemnified Party Proceeding relating in whole or in part to the Contemplated Transactions or relating to the enforcement of this Agreement provision or any other indemnification or advancement right of any Indemnified Party), to the fullest extent permitted under applicable Law; and (ii) fulfill and honor in all respects the obligations of the Company and its Subsidiaries pursuant to: (x) each indemnification agreement in effect between the Company or any of its Subsidiaries and any Indemnified Party as of the date of this Agreement; and (y) any indemnification provision (including advancement of expenses) and any exculpation provision set forth in the certificate of incorporation or bylaws of the Company as in effect on the date of this Agreement. Parent shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by Indemnified Parties in connection with their enforcement of their rights provided under this Section 6.4. Parent’s and the consummation of Surviving Corporation’s obligations under the Transactions), foregoing clauses (i) and such rights (ii) shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six (6) years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to from the Effective Time; provided, however, that (i) all rights to indemnification, exculpation and advancement of expenses in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. If Parent or the Surviving Corporation may substitute therefor “tail” policies of fails to comply with its obligations in this Section 6.4(b) and an insurance company with the same Indemnified Party makes a demand or better rating as the Company’s current insurance carrier, the material terms of commences a suit which, including coverage and amountin either case, are no less favorable results in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request a final, nonappealable Order that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be failed to comply with such obligation, Parent shall pay such Indemnified Party his or her costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such demand or suit, together with interest thereon at the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to pay aggregate premiums for insurance under this Section 6.3(b) in excess be made through the date of 300% payment (calculated daily on the basis of a year of 360 days and the amount actual number of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Scheduledays elapsed, without compounding), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) In the event that If Parent, the Surviving Corporation or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause case proper provision to shall be made so that the successor successors and assign assigns of Parent or the Surviving Corporation assumes Corporation, as the case may be, shall assume the obligations set forth in this Section 6.3(c)6.4. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and 6.4 are (i) intended to be for the benefit of, and will shall be enforceable by, each indemnified partyIndemnified Party, his or her heirs and his or her legal representativesrepresentatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such individual may have under any certificate of incorporation or bylaws, by contract or otherwise. The obligations of Parent and the Surviving Corporation under this Section 6.4 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Party unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnified Party shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnified Parties shall be third party beneficiaries of this Section 6.4).

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after from the date on which the Merger becomes effective, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), honor and fulfill, in all respects, all rights to indemnification by the Acquired Companies existing as of the date of this Agreement in favor of those Persons who are directors or officers of any Acquired Company (the “Indemnified Persons”) for their acts or omissions in their capacity as directors or officers occurring prior to the Effective Time, Parent shall cause as provided in the Company’s or the applicable Acquired Company’s certificate of incorporation or bylaws (or similar organizational documents), as in effect as of the date of this Agreement, and as provided in those indemnification agreements between an Acquired Company and such Indemnified Persons in their capacities as directors or officers of any Acquired Company (as in effect as of the date of this Agreement) that are either (i) Made Available to Parent, or (ii) in the form of the indemnification agreement filed by the Company with the SEC prior to the date of this Agreement, in each case, to the extent such rights to indemnification are available under and consistent with applicable Delaware law. (b) From the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation to shall maintain in effect effect, for the benefit of the Indemnified Persons with respect to their acts or omissions as directors or officers occurring prior to the Effective Time, the existing policy of directors’ and officers’ liability insurance maintained by the Company as of the date of this Agreement in the form Made Available to Parent (the “Existing D&O Policy”); provided, however, that: (i) the Surviving Corporation may substitute for the Existing D&O Policy a policy or policies of comparable coverage; and (ii) the Surviving Corporation shall not be required to pay premiums for the Existing D&O Policy (or for any substitute policies) in excess of 250% of the annual premium paid prior to the date of this Agreement by the Company for the Existing D&O Policy (the “Maximum Premium”). If the annual premiums of such insurance coverage exceed the Maximum Premium, then the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium from an insurance carrier with the same or better credit rating as the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by carrier. Parent and the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring Surviving Corporation or, prior to the Effective Time, the Company shall have the right to purchase a “tail” policy on the Existing D&O Policy for a claims reporting or discovery period of six years from the Effective Time and otherwise on terms and conditions that are no less favorable, in the aggregate, than the terms and conditions of the Existing D&O Policy; provided, however, that (i) neither Parent or nor the Surviving Corporation may substitute therefor shall be obligated to, and the Company shall not (without the prior written consent of Parent), expend an amount for such “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) policy in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for Maximum Premium. If such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) In the event that Parent“tail” policy is purchased, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, thenshall, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor maintain such “tail” policy in full force and assign effect in lieu of Parent or all other obligations of the Surviving Corporation assumes under the first sentence of this Section 5.6(b). (c) During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the obligations set forth in this Section 6.3(c). (d) 5.6 may not be terminated, or amended or otherwise modified in any manner that adversely affects the rights of any Indemnified Person hereunder, without the prior written consent of such adversely affected Indemnified Person or heir or representative thereof. The provisions of this Section 6.3 shall survive consummation of the Merger and 5.6 are intended to be for the benefit of, and will be enforceable by, each indemnified partyof the Indemnified Persons, his who are intended third-party beneficiaries of this Section 5.6 from and after the Effective Time. The rights of each Indemnified Person pursuant to this Section 5.6 will be in addition to, and not in substitution for, any other rights that such persons may have pursuant to (i) the Company’s Certificate of Incorporation and Company Bylaws; (ii) the similar organizational documents of the Subsidiaries of the Company; (iii) any and all indemnification agreements entered into with the Company or her heirs and his any of its Subsidiaries that are either (A) Made Available to Parent, or her legal representatives(B) in the form of the indemnification agreement filed by the Company with the SEC as of the date of this Agreement; or (iv) applicable Legal Requirements.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform acknowledges that all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the First Effective Time (including acts or omissions occurring in connection with existing as of the date of this Agreement and the consummation in favor of the Transactions)current and former directors and officers of the Company and its Subsidiaries (such persons, the “D&O Indemnified Parties”) shall survive the Mergers and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations in accordance with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, their terms for a period of six (6) years after following the First Effective Time, and Parent shall cause the current provisions regarding elimination of liability of directorsSurviving Companies to fulfill and honor such obligations to the maximum extent permitted by applicable Law. (b) For a period of six years after Prior to the Effective TimeClosing, Parent the Company shall cause purchase and fully pay the Surviving Corporation to maintain in effect associated premium of, tail insurance coverage for the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by D&O Indemnified Parties, which shall provide such D&O Indemnified Parties with coverage for six (6) years following the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy Closing with respect to claims arising out of which has been heretofore made available to Parent) for acts or omissions occurring at or prior to the Effective Time; providedClosing (the “D&O Tail Policy”), however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect which D&O Tail Policy shall be reasonably acceptable to such directors and officers than the material terms Parent. Any portion of the Company’s existing policies premium of the D&O Tail Policy that remains outstanding as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (Closing Date shall be deemed to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amounta Transaction Expense. (c) The provisions of this Section 6.9 (i) shall survive the Closing and are intended to be for the benefit of, and enforceable by, each D&O Indemnified Party and his or her heirs, personal representatives, successors and assigns and nothing in this Agreement shall affect any indemnification rights that any such D&O Indemnified Party and his or her heirs, personal representatives, successors or assigns may have under the certificate of incorporation, bylaws or equivalent organizational documents of the Company or its Subsidiaries or under any Contract or applicable Law and (ii) shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party or his or her heirs, personal representatives, successors or assigns, as applicable. (d) In the event that Parent, the either Surviving Corporation Company or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any PersonPerson (other than in respect of the Mergers), then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor and assign successors or assigns of Parent such Surviving Company or any of its respective successors or assigns, as the Surviving Corporation assumes case may be, shall succeed to the obligations set forth in this Section 6.3(c)6.9. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification by any Acquired Corporation existing in favor of, and all rights to advancement of expenses to, the current those Persons who are or former were directors and and/or officers of the Company any Acquired Corporation as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on prior to the date of this Agreement (the “Indemnified Persons”) for their acts or and omissions as directors and/or officers of any Acquired Corporation occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement pursuant to those indemnification agreements listed at Part 2.14(i) and Part 2.20 of the Company Disclosure Schedule and the consummation Articles of Association of the TransactionsAcquired Corporations (the “Indemnification Documents”), shall survive the Merger and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required be observed by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, Company to the fullest extent available under the Indemnification Documents and applicable law for a period of six seven years after from the Effective Timedate on which the Merger becomes effective, and Parent shall cause the current provisions regarding elimination of liability of directorsSurviving Company to so observe such rights (including, to the extent necessary, by providing funds to ensure such observance). (b) For a period of six years after From the Effective TimeTime until the seventh anniversary of the date on which the Merger becomes effective, Parent shall cause the Surviving Corporation Company shall use commercially reasonable efforts to maintain in effect effect, for the Company’s current benefit of those Indemnified Persons who are currently insured under the directors’ and officers’ liability insurance covering each Person currently covered maintained by the Company’s directors’ Company as of the date of this Agreement in the form delivered by the Company to Parent prior to the date of this Agreement (the “Existing D&O Policy”) with respect to their acts and officers’ liability insurance policy (a correct omissions as directors and complete copy officers of which has been heretofore made available to Parent) for acts or omissions any Acquired Corporation occurring prior to the Effective Time, the Existing D&O Policy; provided, however, that (i) Parent or the Surviving Corporation Company may substitute therefor “tail” for the Existing D&O Policy a policy or policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including comparable coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation Company be required to pay aggregate premiums for insurance under expand pursuant to this Section 6.3(b5.7(b) in excess of 300more than an amount per year equal to 225% of the amount of the aggregate current annual premiums paid by the Company for Fiscal Year 2011 for such purpose insurance (which 2010 premiums are hereby represented the Company represents and warranted by Company warrants to be as set forth $2,800,000 in Part 3.26 the aggregate). The provisions of this Section 5.7(b) shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Disclosure ScheduleEffective Time for purposes of this Section 5.7(b), which policies provide such directors and officers with coverage comparable to the coverage provided by the Existing D&O Policy for an aggregate period of seven years following the Effective Time (and the Company may, if it being understood that obtains the prior written consent of Parent, obtain such a prepaid policy prior to the Effective Time). If such prepaid policies have been obtained prior to the Effective Time, Parent shall nevertheless be obligated to provide not cancel such coverage as may be obtained for such 300% amountpolicies. (c) In The obligations under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons shall be third party beneficiaries of this Section 5.7), and in the event that Parent, the Surviving Corporation Parent consolidates or any of their successors or assigns shall (i) consolidate merges with or merge into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfer all or substantially all its properties and assets to any Personmerger, then, and in each such case, then Parent shall, or shall cause the Surviving Corporation to, cause make proper provision to be made so that the successor and assign of Parent continuing or the Surviving Corporation assumes surviving corporation or entity shall assume the obligations set forth in this Section 6.3(c)5.7. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after Subject to the Effective Timeterms of the General Releases, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform Acquiror agrees that all rights to indemnification for acts or omissions occurring prior to the Effective Time existing as of the date of this Agreement in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate Company Certificate of incorporation Incorporation, the Company Bylaws or any individual agreements identified in Annex 6.13(a) shall survive the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement Merger and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations in accordance with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, their terms for a period of six years after following the Effective Time, and Acquiror shall cause the current provisions regarding elimination Surviving Corporation to fulfill and honor such obligations to the maximum extent permitted by, and subject to all limitations contained in, applicable Laws. This Section 6.13 shall survive the consummation of liability the Merger and is intended to be for the benefit of, and shall be enforceable by, all individuals who are officers and directors of directorsthe Company as of the date of this Agreement, and shall be binding upon Acquiror and the Surviving Corporation. (b) For a period of six years after the Effective Time, Parent Acquiror shall cause the Surviving Corporation to maintain in effect effect, for actions that shall have been taken prior to the Effective Time by the Company’s -58- current officers and directors in their capacities as such, the existing level and scope of directors’ and officers’ liability insurance covering each Person currently those current directors and officers of the Company who are covered by the Company’s existing directors’ and officers’ liability insurance policy (a correct and complete copy as of which has been heretofore made available to Parent) for acts or omissions occurring prior the date of this Agreement, to the Effective Timeextent that directors’ and officers’ liability insurance coverage is commercially available; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrierthat, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance satisfying its obligations under this Section 6.3(b) 6.13, Acquiror shall not be obligated to pay premiums in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount$80,000 per annum. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification by Company existing in favor of, and all rights to advancement of expenses to, the current those Persons who are or former were directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to (the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent“D&O Indemnified Persons”) for their acts or and omissions occurring prior to the Effective Time; provided, however, that as provided in the Charter Documents (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies effect as of the date hereof or (iiof this Agreement) Parent may request that and as provided in the indemnification agreements between the Company obtain and such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth D&O Indemnified Persons listed in Part 3.26 2.11(a)(ii) of the Disclosure Schedule, shall survive the Mergers and shall not be amended, repealed or otherwise modified, and shall be observed by the Surviving Company from the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, and any claim made prior to such anniversary requesting indemnification pursuant to such indemnification rights shall continue to be subject to this Section 4.7 and the indemnification rights provided under this Section 4.7 until disposition of such claim. Prior to the Effective Time, the Company shall purchase and fully pay the premium for a six-year “tail” policy for the existing policy (the “D&O Tail Policy”), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (cb) In the event that ParentPurchaser, the Surviving Corporation Company or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or Purchaser shall cause the Surviving Corporation to, cause proper provision to be made so ensure that the successor successors and assign assigns of Parent Purchaser, the Company or the Surviving Corporation assumes Company, as the case may be, assume the obligations set forth in this Section 6.3(c)4.7. (dc) The provisions of this Section 6.3 4.7 shall survive the consummation of the Merger Mergers and are (i) intended to be for the benefit of, and will be enforceable by, each indemnified partyof the D&O Indemnified Persons and their successors, his or her assigns and heirs and his (ii) in addition to, and not in substitution for, any other rights to indemnification or her legal representativescontribution that any such D&O Indemnified Person may have by contract or otherwise. This Section 4.7 may not be amended, altered or repealed in a manner adversely affecting a D&O Indemnified Person after the Effective Time without the prior written consent of such D&O Indemnified Person.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current those Persons who are or former have at any time been directors and officers of the Company as provided in (the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent"Indemnified Persons") for their acts or and omissions occurring prior to the Effective Time, as provided in the Company's bylaws and certificate of incorporation as in effect as of the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of six years from the Effective Time. (b) Provided that the officers of the Company as of the date hereof prepare and execute the application with respect thereto, the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions occurring prior to the Effective Time, a "tail" policy of directors' and officers' liability insurance (the "Tail Policy") covering the period of time from the Effective Time until up to the sixth anniversary of the Effective Time, providing comparable coverage to the existing directors' and officers' liability insurance policy maintained by the Company as of the date hereof; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation not be required to pay an aggregate premiums premium for insurance under this Section 6.3(b) such Tail Policy in excess of 300% of $3 million, and, in the amount of event the aggregate premiums paid by the Company for Fiscal Year 2011 premium for such purpose (which 2010 premiums are hereby represented and warranted by Company Tail Policy exceeds $3 million, the Surviving Corporation shall be entitled to be as set forth in Part 3.26 alter the terms of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may and/or period of such coverage under the Tail Policy to such terms of coverage and/or period of time that can be obtained for such 300% amountan aggregate premium equal to $3 million. (c) In the event that Parent, the Surviving Corporation Parent or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shallto the extent necessary to effectuate the purposes of this Section 6.5, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor successors and assign assigns of Parent or the Surviving Corporation assumes assume the obligations set forth in this Section 6.3(c6.5, and none of the actions described in clause "(i)" or clause "(ii)" shall be taken until such provision is made. (d) Parent shall cause the Surviving Corporation to perform all of the Surviving Corporation's obligations under this Section 6.5. The provisions of this Section 6.3 6.5 shall survive consummation be enforceable by each Indemnified Person and his heirs and representatives, and are in addition to and not in substitution for, any other right to indemnification or contribution that such Indemnified Person may have under the certificate of incorporation and bylaws of the Merger and are intended to be for Company or the benefit ofSurviving Corporation, and will be enforceable byunder any acquisition Contract, each indemnified party, his under the DGCL or her heirs and his or her legal representativesotherwise.

Indemnification of Officers and Directors. (a) From For the period set forth herein, the Surviving Corporation shall provide with respect to each present or former director and after officer of Company and the Company Subsidiaries (an "Indemnified Person"), the insurance protection described herein on the terms and subject to the conditions set forth herein. (b) Immediately following the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) shall cause to assume and perform all rights be in effect, to indemnification existing in favor of, and all rights to advancement of expenses tothe extent available, the current policies of directors' and officers' liability insurance maintained by Company or former directors any Company Subsidiary (or, to the extent available, policies substituted therefor which provide for at least the same coverage and officers amounts and contain terms and conditions which in the aggregate are not materially less advantageous to the Indemnified Persons as a group than such policies in effect immediately prior to the Merger) with respect to claims arising from facts or events which occurred at or before the Effective Time. Company shall maintain such coverage for a period of seven (7) years from the Effective Time. Notwithstanding the foregoing, Company and the Company Subsidiaries in the aggregate shall not be required to pay more than $77,122.50 annually (the "Annual Premium Cap") as premiums for any insurance coverage maintained pursuant to this Section 5.17 and, if such amount cannot purchase insurance coverage which satisfies the requirements of this Section 5.17 for any annual period ending on or before the seventh anniversary of the Effective Time, the Surviving Corporation shall provide the Shareholders' Representative with prompt written notice thereof, and, thereafter, the Indemnified Persons may make payment, prior to the date premiums are due in respect of such annual period, to the Company of an amount equal to the amount of premiums, in excess of the Annual Premium Cap, which must be paid in order to purchase insurance coverage which satisfies the requirements of this Section 5.17 in respect of such annual period, which Company shall use to pay premiums to purchase such insurance coverage. Notwithstanding anything to the contrary contained herein, Company shall have satisfied the requirements of the first sentence of this Section 5.17(a) to the extent it purchases the maximum amount and coverage of insurance, to the extent available, which may be purchased annually for an amount equal to the Annual Premium Cap. (c) This Section 5.17 shall survive the Closing and is intended to benefit Company, the Surviving Corporation and each of the Indemnified Persons and his or her heirs and representatives (each of whom shall be entitled to enforce this Section 5.17 against the Surviving Corporation) and shall be binding on all successors and assigns of the Surviving Corporation. It is understood and agreed by each Indemnified Person that notwithstanding anything herein, in the SCBCA, the Articles of Incorporation or By-laws of the Company as provided in or any Company Subsidiary or otherwise, neither Merger Partner, Company, any Company Subsidiary or any of their Affiliates shall have any indemnification obligation to such Indemnified Person other than with respect to providing the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior insurance referred to the Effective Time herein. (including acts or omissions occurring in connection with this Agreement d) Company and the consummation of the Transactions), and such rights Company Subsidiaries shall continue maintain in full force and effect through and until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that Time (i) Parent or the Surviving Corporation may substitute therefor “tail” all policies of an directors' and officers' liability insurance company with the same maintained by Company or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies Company Subsidiary as of the date hereof or and (ii) Parent may request that the all rights of any current or former officers or directors of Company obtain such extended reporting period coverage under the Company’s existing insurance programs (or any Company Subsidiary to indemnification, to be effective held harmless and to advancement and reimbursement of expenses pursuant to the Articles of Incorporation or Bylaws of Company or any Company Subsidiary or otherwise as in effect as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountdate hereof. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent The Surviving Corporation shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, of those Persons (i) who are named as an insured party in any officers' and all rights to advancement of expenses to, directors' liability insurance policy held by the current or former directors and officers Company as of the date of this Agreement (the "Indemnified Persons") and (ii) who have indemnification agreements with the Company as of the date of this Agreement, for acts and omissions occurring prior to or at the Effective Time, as provided in the Company’s certificate 's articles of incorporation or and bylaws and under each indemnification agreement with the Company’s bylaws Indemnified Persons to which the Company is a party (as each is in effect on as of the date of this Agreement Agreement), to continue in effect without modification or amendment after the consummation of the Merger and to be observed by the Surviving Corporation to the fullest extent permitted by California law. (b) The Surviving Corporation shall provide officers' and directors' liability insurance for the benefit of each such Person (other than the Company) named as an insured party in any officers' and directors' liability insurance policy held by the Company as of the date of this Agreement, covering only those acts or omissions occurring prior to or at the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause provided that the Surviving Corporation will not be required to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior such policies except to the Effective Time; providedextent that the aggregate cost of maintaining such policy is not in excess of one hundred fifty percent (150%) of the current annual cost, however, that (i) Parent or in which case the Surviving Corporation may substitute therefor “tail” policies of shall obtain and maintain as much comparable insurance for an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect annual cost equal to such directors and officers than the material terms one hundred fifty percent (150%) of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% current annual amount. (c) The provisions of this Section 5.5 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and representatives. (d) In the event that Parent, the Surviving Corporation or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor successors and assign assigns of Parent or Surviving Corporation, as the Surviving Corporation assumes case may be, honor the indemnification obligations set forth in this Section 6.3(c)5.5. (de) The provisions All current employees and directors of the Company who have indemnification agreements with the Company as of the date of this Agreement or who are entitled to enter into indemnity agreements under the Company's standard form shall execute a waiver in the form attached hereto as Exhibit D pursuant to which such employees waive their rights to the establishment of a trust pursuant to Section 6.3 7 of such agreements and agree that such Agreement shall survive consummation not be binding upon Parent as a direct or indirect successor of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representativesCompany.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification by the Company and its Subsidiaries existing in favor of, and all rights to advancement of expenses to, the current or former those Persons who are directors and officers of the Company and its Subsidiaries as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement (the “D&O Indemnified Persons”) for their acts or and omissions occurring prior to the First Effective Time as provided in the Company Charter (including acts or omissions occurring the Organizational Documents of the Subsidiaries of the Company) and as provided in connection with those indemnification agreements between the Company or such Subsidiary and such D&O Indemnified Persons (as in effect as of the date of this Agreement) listed in Schedule 5.3 and in the forms made available by the Company to Parent prior to the date of this Agreement and (the consummation of the Transactions“Indemnification Agreements”), in each case subject to the terms, conditions and such rights limitations thereof, shall continue in full force survive the Merger and effect until shall be observed by the expiration of Second Surviving Company to the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by fullest extent available under applicable Law, and (ii) any claim made requesting indemnification pursuant to include and cause such indemnification rights shall continue to be maintained in effect in subject to this Section 5.6 (Indemnification of Officers and Directors) and the Surviving Corporation’s indemnification rights provided under this Section 5.6 (or any successor’sIndemnification of Officers and Directors) certificate until disposition of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directorssuch claim. (b) For a Prior to the Closing, the Company shall purchase an extended reporting period of six years after endorsement (the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect “Tail D&O Policy”) under the Company’s current existing directors’ and officers’ liability insurance covering each Person currently covered by coverage for the Company’s and its Subsidiaries directors and officers on terms reasonably acceptable to Parent that shall provide such directors and officers with coverage for six years following the First Effective Time that provides at least the same coverage in scope and amount as the existing coverage and have other terms not materially less favorable in the aggregate to the insured persons than the directors’ and officers’ liability insurance policy (a correct coverage presently maintained by the Company and complete copy of which has been heretofore made available any premiums with respect to such Tail D&O Policy shall be paid by Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) expend in any one year an amount in excess of 300200% of the amount of the aggregate premiums paid annual premium currently payable by the Company for Fiscal Year 2011 for with respect to such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule)presently maintained policies, it being understood that if the annual premiums payable for such insurance coverage exceeds such amount, the Second Surviving Company shall obtain a policy with the greatest coverage available for a cost equal to such amount. After the Second Effective Time, Parent shall nevertheless be obligated and shall cause the Second Surviving Company to provide maintain such coverage as may be obtained for such 300% amountpolicy in full force and effect, and continue to honor the obligations thereunder. (c) In the event that Parent, the Company or the Second Surviving Corporation Company or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so ensure that the successor successors and assign assigns of Parent Parent, the Company or the Second Surviving Corporation assumes Company, as the case may be, shall assume the obligations set forth in this Section 6.3(c5.6 (Indemnification of Officers and Directors). (d) The provisions of this Section 6.3 5.6 (Indemnification of Officers and Directors) shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each indemnified partyof the D&O Indemnified Persons and their successors, his or her assigns and heirs and his (ii) in addition to, and not in substitution for, any other rights to indemnification or her legal representatives.contribution that any such D&O Indemnified Person may have by contract or otherwise. This Section 5.6 (

Indemnification of Officers and Directors. (a) From Talos and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform Merger Sub agree that all rights to indemnification indemnification, exculpation or advancement of expenses now existing in favor of, and all rights to advancement limitations on the personal liability of expenses toeach present and former director or officer, of Talos or the current or former directors Company and officers their respective Subsidiaries (the “D&O Parties”) provided for in the respective organizational documents in effect as of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions)hereof, and such rights shall continue to be honored and in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six (6) years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent all rights to indemnification in respect of any proceeding or claims pending, asserted or made within such period shall continue until the final disposition of such proceeding or claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those currently in the Talos Charter and Talos Bylaws and the Company Charter and Company Bylaws, as applicable, and during such six (6) year period following the Effective Time, Talos shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of any D&O Party in respect of actions or omissions occurring at or prior to the Effective Time, unless such modification is required by applicable Laws. Prior to the Closing, each of the Company and Talos shall purchase a six-year “tail” policy under its own existing directors’ and officers’ liability insurance policy, with an effective date as of the Closing (provided that either such party may substitute therefor “tail” policies of an insurance company with at least the same or better rating as the Company’s current insurance carrier, the material coverage containing terms of which, including coverage and amount, conditions that are no not less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Timerespect); and provided, furtherhowever, that in no event shall Parent or either such party be required to expend pursuant to this Section 5.5(a) more than an amount equal to 200% of the respective current annual premiums paid by such party for such insurance; provided, further, that during the term of the respective “tail” policies, neither Talos nor the Surviving Corporation shall take any action following the Closing to cause their respective “tail” policies to be required cancelled or any provision therein to pay aggregate premiums for insurance under be amended or waived in any manner that would adversely affect in any material respect the rights of their former and current officers and directors. (b) The provisions of this Section 6.3(b) in excess of 300% 5.5 are intended to be for the benefit of, and shall be enforceable by, each of the amount Persons indemnified hereby, and his or her heirs and Representatives, and may not be amended, modified, altered or repealed after the Effective Time without the written consent of the aggregate premiums paid any such Person affected by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums amendment, modification alteration or repeal. The provisions in this Section 5.5 are hereby represented and warranted by Company intended to be as set forth in Part 3.26 of addition to the Disclosure Schedule)rights otherwise available to the D&O Parties by Laws, it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountcharters, bylaws or agreements. (c) In the event that Parent, If Talos or the Surviving Corporation or any of their the successors or assigns shall of Talos or the Surviving Corporation (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shallto the extent necessary, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor successors and assign assigns of Parent Talos or the Surviving Corporation assumes Corporation, as the case may be, shall assume the obligations and cause the relevant insurance benefits to be provided to the D&O Parties as set forth in this Section 6.3(c). (d) 5.5. The provisions of this Section 6.3 agreements and covenants contained herein shall survive consummation of the Merger and are intended not be deemed to be for the benefit ofexclusive of any other rights to which any D&O Party is entitled, and will be enforceable bywhether pursuant to applicable Laws, each indemnified party, his contract or her heirs and his or her legal representativesotherwise.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current those Persons who are or former have at any time been directors and officers of the Company (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Company’s certificate bylaws, articles of incorporation and indemnification agreements with its directors and officers, or the Company’s bylaws FBCA, each as in effect on as of the date of this Agreement Agreement, shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Florida law for a period of six (6) years from the Effective Time. (b) The Surviving Corporation shall maintain in effect the Company’s existing policies of directors’ and officers’ liability insurance (“D&O Policies”) through their expiration date of July 1, 2003 (the “Expiration Date”) or shall purchase a “tail” policy of directors’ and officers’ liability insurance (a “Tail Policy”) for the benefit of the Indemnified Persons with respect to their acts or and omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and providing coverage comparable to the consummation of Company’s existing D&O Policies through the Transactions)Expiration Date, and such rights shall continue in full force and effect until and, to the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect extent available from the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by carriers, extend the Company’s directors’ and officers’ liability insurance policy D&O Policies or purchase a Tail Policy for an additional one (a correct and complete copy of which has been heretofore made available to Parent1) year period until July 1, 2004 (the “Extended Expiration Date”) for the benefit of the Indemnified Persons with respect to their acts or and omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation shall not be required to pay an aggregate premium for such D&O Policies and Tail Policies in excess of $300,000. The Surviving Corporation may substitute therefor “tail” policies elect after July 1, 2004 to purchase a Tail Policy for the benefit of an insurance company the Indemnified Persons with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors their acts and officers than omissions occurring prior to the material terms of Effective Time providing coverage comparable to the Company’s existing policies as D&O Policies, covering the period of time from the date hereof or Extended Expiration Date until the sixth (ii6th) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as anniversary of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) In the event that Parent, the Surviving Corporation Parent or any of their its successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfer transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary to effectuate the purposes of this Section 6.5, proper provision shall be made so that the successors and assigns of Parent shallassume the obligations of Parent set forth in this Section 6.5, and none of the actions described in clause “(i)” or clause “(ii)” shall be taken until such provision is made. (d) Parent shall cause the Surviving Corporation toto perform all of the Surviving Corporation’s obligations under this Section 6.5. In the event that at any time from and after the Effective Time until the sixth (6th) anniversary of the Effective Time, cause proper provision the Surviving Corporation does not have the D&O Policies or Tail Policies required or permitted by Section 6.5(b), Parent shall guarantee the indemnification obligations of the Surviving Corporation to be made so that the successor Indemnified Persons under this Section 6.5 in an amount not to exceed in the aggregate the Guaranteed Amount. The “Guaranteed Amount” shall mean (i) Ten Million Dollars ($10,000,000) less (ii) any amounts paid to or for the benefit of any or all of the Indemnified Persons by the Surviving Corporation or the Parent (or any other affiliate of Parent) or pursuant to the D&O Policies or the Tail Policy or any other directors’ and assign officers’ liability insurance maintained by or on behalf of Parent or the Surviving Corporation assumes (or any other affiliate of Parent); provided, however, that except as provided in this subsection (d), Parent shall have no other obligations concerning indemnification with respect to Indemnified Persons or the obligations set forth guarantee of indemnification obligations. Nothing contained in this Section 6.3(c)6.5 shall be construed to obligate Parent to provide general funding or other financial support to Surviving Corporation. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) and the Surviving Corporation (i) to assume Corporation, jointly and perform severally, shall honor all rights to indemnification existing in favor of, and all rights to advancement as of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement in favor of (i) current and former directors, officers and employees of the Company (the "INDEMNIFIED PERSONS") and (ii) those Persons who have indemnification agreements with the Company as of the date of this Agreement, for acts or and omissions occurring prior to or at the Effective Time Time, as provided in the Company Organizational Documents and under each indemnification agreement with the Indemnified Persons to which the Company is a party (including acts or omissions occurring as each is in connection with this Agreement and the consummation effect as of the Transactionsdate of this Agreement), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six (6) years after from the Effective Time. The articles of incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to those contained in the Company Organizational Documents, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years from the current provisions regarding elimination Effective Time in any manner that would adversely affect the rights thereunder of liability of directorsIndemnified Persons, unless such modification is required by applicable Legal Requirements. (b) For a period of six (6) years after from the Effective Time, Parent shall cause and the Surviving Corporation to maintain in effect shall, jointly and severally, provide for officers' and directors' liability insurance for the benefit of each Person (other than the Company’s current ) named as an insured party in any officers' and directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ ' liability insurance policy held by the Company as of the date of this Agreement (a correct and complete copy the "INSURED PARTIES"), on terms with respect to such coverage no less favorable than those of which has been heretofore made available to Parent) for such policy in effect on the date of this Agreement, covering only those acts or omissions occurring prior to or at the Effective Time; providedprovided that neither Parent nor the Surviving Corporation shall be required to maintain such policies to the extent the cost of maintaining the same shall increase by more than 175% from the cost most recently incurred by the Company for maintaining the same (the "CURRENT D&O INSURANCE COST"), however, that (i) in which case Parent or the Surviving Corporation may substitute therefor “tail” policies of an shall maintain as much comparable insurance company with as can be obtained for such amount. Prior to the same or better rating as the Company’s current insurance carrierEffective Time, the material terms of which, including coverage and amount, are no less favorable in any material respect Company shall take all reasonable actions requested by Parent to maintain such directors and officers than liability insurance. The Company represents to Parent and Merger Sub that the material Current D&O Insurance Cost is $342,133. (c) The terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (this Section 5.6 are intended to be effective as for the benefit of and shall be enforceable by the Effective Time); Indemnified Parties and provided, further, that in no the Insured Parties and their heirs and personal representatives and shall be binding on Parent and the Surviving Corporation and their successors and assigns. In the event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall and assigns) (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to shall be made so that the successor and or assign of Parent or the Surviving Corporation assumes Corporation, as the obligations case may be, honors the obligation set forth with respect to Parent or the Surviving Corporation, as the case may be, in this Section 6.3(c)5.6. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From All rights to indemnification by the Company existing in favor of those Persons who are directors and after officers of any Acquired Company (the “Indemnified Persons”) for their acts and omissions as Table of Contents directors and officers occurring prior to the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s or the applicable Acquired Company’s certificate of incorporation or the Company’s bylaws (as in effect on as of the date of this Agreement for acts or omissions occurring prior to the Effective Time Agreement) and as provided in those indemnification agreements between an Acquired Company and such Indemnified Persons (including acts or omissions occurring as in connection with this Agreement and the consummation effect as of the Transactions)date of this Agreement) Made Available to Parent, shall survive the Merger and such rights shall continue in full force and effect until (to the expiration of the extent such rights to indemnification are available under and consistent with applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (iiDelaware law) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after from the date on which the Merger becomes effective. (b) From the Effective Time until the sixth anniversary of the Effective Time, the current provisions regarding elimination Surviving Corporation shall maintain in effect, for the benefit of liability of directors. (b) For a period of six years after the Indemnified Persons with respect to their acts and omissions as directors and officers occurring prior to the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current existing policy of directors’ and officers’ liability insurance covering each Person currently covered maintained by the Company’s Company as of the date of this Agreement in the form Made Available to Parent (the “Existing D&O Policy”), to the extent that such directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made coverage is available to Parent) for acts or omissions occurring prior to the Effective Timeon commercially reasonable terms; provided, however, that that: (i) Parent or the Surviving Corporation may substitute therefor “tail” for the Existing D&O Policy a policy or policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage comparable coverage; and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation shall not be required to pay aggregate annual premiums for insurance under this Section 6.3(bthe Existing D&O Policy (or for any substitute policies) in excess of 300% of the amount annual premium paid prior to the date of the aggregate premiums paid this Agreement by the Company for Fiscal Year 2011 the Existing D&O Policy (the “Maximum Premium”). If any future annual premiums for such purpose the Existing D&O Policy (which 2010 premiums are hereby represented and warranted by Company to be as set forth or any substitute policies) exceed the Maximum Premium in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) In the event that Parentaggregate, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing D&O Policy (or any substitute policies) to the amount of their successors coverage that can be obtained for a premium equal to the Maximum Premium. Parent and the Surviving Corporation or, prior to the Effective Time, the Company shall have the right to purchase a pre-paid, non-cancellable “tail” policy on the Existing D&O Policy for a claims reporting or assigns discovery period of six years from the Effective Time and otherwise on terms and conditions that are no less favorable than the terms and conditions of the Existing D&O Policy; provided, however, that neither Parent nor the Surviving Corporation shall (i) consolidate with or merge into any other Person be obligated to, and the Company shall not be (without the continuing or surviving corporation or entity prior written consent of Parent), expend an amount for such consolidation or merger or (ii) transfer all or substantially all its properties and assets to any Person“tail” policy in excess of the Maximum Premium. If such “tail” policy is purchased, thenthe Surviving Corporation shall, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor maintain such “tail” policy in full force and assign effect in lieu of Parent or all other obligations of the Surviving Corporation assumes under the obligations set forth in first sentence of this Section 6.3(c5.7(b). (dc) The provisions of this Section 6.3 shall survive consummation of the Merger and 5.7 are intended to be for the benefit of, and will be enforceable by, each indemnified partyof the Indemnified Persons, his or her heirs who are intended third-party beneficiaries of this Section 5.7 from and his or her legal representativesafter the Effective Time.

Indemnification of Officers and Directors. (a) From and after the Effective TimeTime and for a period of six years thereafter, Parent shall, and shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses to, fulfill and honor in all respects the current or rights of present and former directors directors, officers and officers employees of the Company (the "Indemnified Parties"), respectively, to be indemnified and held harmless as provided for in the Company’s certificate of incorporation or incorporation, bylaws and indemnity agreements of the Company’s bylaws Company as in effect on the date of this Agreement for Agreement, with respect to acts or and omissions occurring on or prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause to be maintained the Surviving Corporation to maintain in effect current policies of the Company’s current officers' and directors’ and officers’ ' liability insurance maintained by the Company covering each Person currently persons who are presently covered by the Company’s 's officers' and directors’ and officers’ ' liability insurance policy (a correct policies with respect to actions and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring on or prior to the Effective TimeTime to the extent available; provided, however, that (i) Parent policies with third party insurers of similar or the Surviving Corporation may substitute therefor “tail” policies better A.M. Best rating of an insurance company with at least the same or better rating as coverage containing terms and conditions that are not less advantageous to the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent insured may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time)substituted therefor; and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for maintain or procure insurance under coverage pursuant to this Section 6.3(b) 5.5 for coverages that are not commercially available or that are only available for an amount per annum in excess of 300150% of the amount current annual premiums with respect to each such policy; provided, however, that if the annual premiums of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company insurance coverage exceed such amount, Parent shall obtain or cause to be as set forth in Part 3.26 of obtained policies with the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide best coverage available for a cost not exceeding such coverage as may be obtained for such 300% amount. (c) In Parent shall bear and pay, and shall reimburse the event Indemnified Parties for, all costs and expenses, including attorneys' fees, that Parent, may be incurred by the Indemnified Parties in seeking to enforce their rights against Parent and the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in under this Section 6.3(c)5.5. (d) The provisions of this This Section 6.3 5.5 shall survive the consummation of the Merger and are the Effective Time, is intended to benefit and may be for enforced by the benefit ofIndemnified Parties and their respective heirs, successors and will assigns and shall be enforceable by, each indemnified party, his or her heirs binding on Parent and his or her legal representativesthe Surviving Corporation and their respective successors and assigns.

Indemnification of Officers and Directors. (a) From The Surviving Corporation will, and after will cause ASCI to, indemnify, defend and hold harmless the present and former officers and directors of the Company and its Subsidiaries against all liabilities incurred by such individuals arising from any action or inaction by such persons or from services rendered for or at the request of the Company or any of its Subsidiaries prior to the Effective Time, Parent shall cause (to the full extent permitted under applicable law, including by providing any necessary funding to) the Surviving Corporation (i) provisions thereof relating to assume and perform all rights to indemnification existing in favor of, and all rights to the advancement of expenses to, the current or former directors and officers of the Company as provided incurred in the Company’s certificate defense of incorporation any threatened or the Company’s bylaws as in effect on the date of this Agreement for acts pending action, suit or omissions occurring prior proceeding, whether civil, criminal, administrative, arbitrative or investigative (a "Proceeding"). Any determination required to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations be made with respect to any claims against whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable law shall be made by independent counsel mutually acceptable to Investor and such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and individual. For six (ii6) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination Surviving Corporation will provide officers' and directors' liability insurance in respect of liability of directors. (b) For a period of six years after acts or omissions occurring on or prior to the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance Time covering each Person such person currently covered by the Company’s 's officers' and directors’ and officers’ ' liability insurance policy (a correct and complete copy on terms no less favorable than those of which has been heretofore made available to Parent) for acts or omissions occurring prior to such policy in effect on the Effective Time; provideddate hereof, howeverprovided that in satisfying its obligation under this Section, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to shall not be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required obligated to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300175% of the amount of the aggregate premiums paid by per annum the Company for Fiscal Year 2011 for such purpose (paid in its last full fiscal year, which 2010 premiums are hereby represented amount has been disclosed to Investor, and warranted if the Surviving Corporation is unable to obtain the insurance required by Company to be as set forth in Part 3.26 of the Disclosure Schedule)this Section 5.11, it being understood that Parent shall nevertheless be obligated obtain as much comparable insurance as possible for an annual premium equal to provide such coverage as may be obtained for such 300% maximum amount. (c) . In the event that Parent, the Surviving Corporation (or any of their its successors or assigns shall (iassigns) consolidate consolidates with or merge merges into any other Person and shall not be the continuing person, or surviving corporation or entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Personperson, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause then proper provision to shall be made so that such successors or assigns of the successor and assign of Parent or the Surviving Corporation assumes Business shall assume the obligations set forth in this Section 6.3(c)5.11. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification by an Acquired Company existing in favor of, and all rights to advancement of expenses to, the current or former those Persons who are directors and and/or officers of the any Acquired Company as provided in of the Company’s certificate of incorporation or Agreement Date (the Company’s bylaws as in effect on the date of this Agreement “D&O Indemnified Persons”) for their acts or and omissions occurring prior to the Effective Time Closing, as provided in the Organizational Documents of such Acquired Company or as provided in the indemnification agreements between an Acquired Company and such D&O Indemnified Persons (as in effect as of the Agreement Date) in the forms made available by the Company to the Buyer prior to the Agreement Date (collectively, the “Existing Indemnification Obligations”), shall survive the Closing and shall be observed by the Buyer, the Company and their respective Affiliates after the Closing to the fullest extent available under applicable Law, and any claim made requesting indemnification pursuant to such indemnification rights shall continue to be subject to this Section 6.2(a) and the indemnification rights provided under this Section 6.2(a) until disposition of such claim. (b) From the Closing until the sixth anniversary of the date on which the Closing occurs, the Buyer and the Company (together with their successors and assigns, the “D&O Indemnifying Parties”) shall, in accordance with the Existing Indemnification Obligations, indemnify, defend and hold harmless each D&O Indemnified Person in his or her capacity as an officer or director of an Acquired Company against all losses, claims, damages, liabilities, fees, expenses, judgments or fines incurred by such D&O Indemnified Person as an officer, director or employee of an Acquired Company, to the extent arising out of or pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, including any such matter arising under any claim with respect to the Transactions. Without limiting the foregoing, the D&O Indemnifying Parties shall also, in accordance with the Existing Indemnification Obligations, advance costs and expenses (including attorneys’ fees) incurred by the D&O Indemnified Persons in connection with matters for which such D&O Indemnified Persons are eligible to be indemnified pursuant to this Section 6.2(b), subject to the execution by such D&O Indemnified Persons of appropriate undertakings to repay such advanced costs and expenses as required under appropriate circumstances. (c) At or prior to the Closing, the Company shall purchase (and provide the Buyer evidence thereof) and pay in full all premiums relating to an extended reporting period endorsement (the “Tail Policy”) under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers that shall provide such directors and officers with coverage for an extended period following the Closing Date (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the Transactions). The Buyer shall, and shall cause the Company to, maintain such rights shall continue policy in full force and effect until and continue to honor the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directorsobligations thereunder. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (cd) In the event that Parentthe Buyer, the Surviving Corporation Company or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or the Buyer shall cause the Surviving Corporation to, cause proper provision to be made so ensure that the successor successors and assign assigns of Parent the Buyer or the Surviving Corporation assumes Company, as the case may be, shall assume the obligations set forth in this Section 6.3(c6.2. (e) Buyer hereby acknowledges that certain D&O Indemnified Persons may have rights to indemnification, advancement of expenses and/or insurance provided by Persons other than the Company (the “Other Indemnitors”). Buyer hereby agrees (i) that Buyer and the Company are the indemnitors of first resort (i.e., their obligations to the D&O Indemnified Persons are primary and any obligation of the Other Indemnitors other than the Company and Buyer are secondary), (ii) Buyer and the Company shall be required to advance the full amount of expenses incurred by any D&O Indemnified Person and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement or the Company’s Organizational Documents (or any other agreement between any member of the Company and any such D&O Indemnified Person), without regard to any rights the D&O Indemnified Person may have against such Other Indemnitors, and (iii) Buyer and the Company irrevocably waive, relinquish and release the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Each of Buyer and the Company further agree that no advancement or payment by an Indemnitor on behalf of a D&O Indemnified Person with respect to any claim for which a D&O Indemnified Person has sought indemnification from the Company shall affect the foregoing and the applicable Other Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the D&O Indemnified Person against the Company. Buyer and the D&O Indemnified Persons agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 6.2(e). (df) The provisions of this Section 6.3 6.2 shall survive consummation of the Merger Closing and are (i) intended to be for the benefit of, and will be enforceable by, each indemnified partyof the D&O Indemnified Persons and their successors, his or her assigns and heirs and his (ii) in addition to, and not in substitution for, any other rights to indemnification or her legal representativescontribution that any such D&O Indemnified Person may have by contract or otherwise. This Section 6.2 may not be amended, altered or repealed after the Closing without the prior written Consent of the affected D&O Indemnified Person(s).

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all a. All rights to indemnification existing in favor ofof those Persons who are, and all rights to advancement of expenses toor were, the current or former directors and officers of the Company as provided in at or prior to the date of this Agreement (such Persons, the “D&O Indemnified Parties”) pursuant to the Company’s certificate of incorporation and bylaws or pursuant to the individual indemnification agreements executed by the Company and as set forth on Section 5.2 of the Company Disclosure Schedule will survive the Merger and will be observed by the Surviving Corporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior Company to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required fullest extent permitted by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, law for a period of six years after from the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent Closing Date and Acquiror shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ comply with and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Timeobserve such obligation; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance foregoing covenants under this Section 6.3(b) 5.2 shall not be used by any Effective Time Holder who is a D&O Indemnified Party in excess derogation of 300% any rights of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountAcquiror pursuant ARTICLE VIII hereof. (c) b. In the event that Parent, the Company or the Surviving Corporation or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that successors and assigns of the successor and assign of Parent Company or the Surviving Corporation assumes Corporation, as the case may be, shall assume and observe the obligations set forth in this Section 6.3(c)5.2. (d) c. Prior to the Closing, the Company shall obtain up to a six-year prepaid “tail policy” for its current and former directors and officers with coverage amounts as the Company may determine in its sole discretion prior to the Closing; provided, however, that the fees and expenses associated with such “tail policy”, for the term of such “tail policy”, shall be included as a liability in the calculation of the Company Net Working Capital. d. The provisions of this Section 6.3 5.2 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each indemnified partyof the D&O Indemnified Parties and their successors, his or her assigns and heirs and his or her legal representatives(ii) in addition to, and not in substitution for, any other rights under the existing indemnification agreements with the D&O Indemnified Parties set forth on Section 5.2 of the Company Disclosure Schedule.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification indemnification, advancement of expenses and exculpation by the Company existing in favor of, and all rights to advancement of expenses to, the current or former those Persons who are directors and officers of the Company as of the Agreement Date or have been directors and officers of the Company in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, including in respect of the Transactions, as provided in the Company’s certificate articles of incorporation and bylaws of the Company (as in effect as of the Agreement Date) and as provided in the indemnification agreements between the Company and said Indemnified Persons in the forms made available by the Company to Parent prior to the Agreement Date, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the Company’s rights thereunder of such Indemnified Persons, and shall be observed by Parent, the Surviving Corporation and their successors and assigns to the fullest extent available under Pennsylvania Law for a period of six (6) years from the Effective Time, and any claim made pursuant to such rights within such six (6)-year period shall continue to be subject to this Section 7.3(a) and the rights provided under this Section 7.3(a) until disposition of such claim. (b) From the Effective Time until the earlier of (i) the sixth (6th) anniversary of the date on which the Effective Time occurs or (ii) such time as the Surviving Corporation ceases to exist, the articles of incorporation and the bylaws of the Surviving Corporation, as applicable, shall contain, and Parent shall cause the articles of incorporation and bylaws of the Surviving Corporation to so contain, to the extent permitted by applicable Law, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of each Indemnified Party than are set forth in the articles of incorporation and bylaws of the Company as in effect on the date of this Agreement. (c) From the Effective Time until the sixth (6th) anniversary of the date on which the Effective Time occurs, the Surviving Corporation (together with their successors and assigns, the “Indemnifying Parties”) shall, to the fullest extent permitted under the articles of incorporation of the Company (as in effect as of the Agreement Date) and applicable Laws, indemnify, defend and hold harmless each Indemnified Person in his or her capacity as an officer or director of the Company against all losses, claims, damages, liabilities (including amounts paid in settlement or compromise), fees, expenses, judgments or fines incurred by such Indemnified Person as an officer or director of the Company in connection with any pending or threatened Legal Proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person is or was a director or officer of the Company at or prior to the Effective Time and pertaining to any and all matters pending, existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including any such matter arising under any claim based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the Transactions. Without limiting the foregoing, from the Effective Time until the sixth (6th) anniversary of the date on which the Effective Time occurs, the Indemnifying Parties shall also, to the fullest extent permitted under the articles of incorporation of the Company (as in effect as of the Agreement Date), advance reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 7.3(c). (d) From the Effective Time until the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall maintain, and Parent shall cause the Surviving Corporation to maintain, in effect, a directors’ and officers’ liability insurance maintained by the Company as of the Agreement Date for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to liability for their acts or and omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement their capacities as directors and the consummation officers of the TransactionsCompany (as applicable), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations on terms with respect to any claims against such directors coverage, deductibles and amounts no less favorable than the existing policy, or officers arising out of such acts at or omissions, except as otherwise required by applicable Law, and (ii) prior to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause or the Surviving Corporation Company may through a nationally recognized insurance broker approved by Parent (such approval not to maintain in effect be unreasonably withheld, delayed or conditioned) purchase a six (6)-year “tail” policy for the Company’s current directors’ existing policy effective as of the Effective Time and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance if such “tail” policy (a correct and complete copy of which has been heretofore made available obtained, it shall be deemed to Parent) for acts satisfy all obligations to obtain or omissions occurring prior maintain insurance pursuant to the Effective Timethis Section 7.3(c); provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(bexpend in any one (1) year an amount in excess of 300% of the amount of the aggregate premiums paid annual premium currently payable by the Company for Fiscal Year 2011 for with respect to such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule)current policy, it being understood that if the annual premiums payable for such insurance coverage exceeds such amount, Parent shall nevertheless be obligated to provide cause the Surviving Corporation to obtain a policy with the greatest coverage available for a cost equal to such coverage as may be obtained for such 300% amount. (ce) In the event that Parent, Parent or the Surviving Corporation or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so ensure that the successor successors and assign assigns of Parent or the Surviving Corporation assumes Corporation, as the case may be, or at Parent’s option, Parent, shall assume or otherwise be responsible for the obligations set forth in this Section 6.3(c)7.3. (df) The provisions of this Section 6.3 7.3 shall survive the acceptance of Shares for payment pursuant to the Offer and the consummation of the Merger and are (i) intended to be for the benefit of, and will shall be enforceable by, each indemnified partyof the Indemnified Persons and their successors, his or her assigns and heirs and his (ii) in addition to, and not in substitution for, any other rights to indemnification or her legal representativescontribution that any such Person may have by contract or otherwise. This Section 7.3 may not be amended, altered or repealed after the Offer Acceptance Time in such a manner as to adversely affect the rights of any Indemnified Person or any of their successors, assigns or heirs without the prior written consent of the affected Indemnified Person.

Indemnification of Officers and Directors. (a) From and For a period of six (6) years after the First Effective Time, Parent shall, and shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses Entity to, cause the current Certificate of Formation and Operating Agreement of the Surviving Entity to contain provisions with respect to the indemnification and exculpation of any individual who on or former directors and officers prior to the First Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or who served at the request of the Company as provided a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (the “Company Indemnified Persons”) that are at least as favorable as the indemnification and exculpation provisions contained in the Company’s certificate Certificate of incorporation or Incorporation and Bylaws of the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring Company immediately prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the First Effective Time, and during such six (6) year period, such provisions shall not be amended, repealed or otherwise modified, except to the current provisions regarding elimination of liability of directorsextent required by Applicable Law. (b) For a period of six (6) years after the First Effective Time, Parent shall, and shall cause the Surviving Entity, to maintain in effect, honor and fulfill in all respects the obligations of the Company under any and all indemnification in effect immediately prior to the First Effective Time between the Company and any of the Company Indemnified Persons, and shall not amend, terminate or otherwise modify any such agreements. (c) For a period of six years after the First Effective Time, Parent shall cause the Surviving Corporation Entity to maintain in effect provide to the Company’s current directors’ directors and officers’ liability officers an insurance covering each Person currently covered by and indemnification policy that provides coverage for events occurring prior to the First Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s directors’ and officers’ liability insurance existing policy (a correct true and complete copy of which have been previously provided by the Company to Parent), or, if substantially equivalent insurance coverage is unavailable, the best available coverage, provided that such coverage can be provided at commercially reasonable rates. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if a prepaid policy has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) obtained by Parent or the Surviving Corporation may substitute therefor “tail” policies Company for purposes of an insurance company with the same or better rating as the Company’s current insurance carrierthis Section 6.8(c), the material terms of which, including coverage and amount, are no less favorable in any material respect to which policy provides such directors and officers than with coverage for an aggregate period of six years following the material terms First Effective Time with respect to claims arising from facts or events that occurred on or before the First Effective Time, including, without limitation, in respect of the Company’s existing policies as of transactions contemplated by this Agreement. If such prepaid policy has been obtained prior to the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the First Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide maintain such coverage as may be obtained for such 300% amount. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) consolidate with or merge into any other Person policy in full force and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all its properties and assets to any Person, theneffect, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision continue to be made so that the successor and assign of Parent or the Surviving Corporation assumes honor the obligations set forth in this Section 6.3(c)thereunder. (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after the Effective Time until the sixth anniversary of the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification by the Company and its Subsidiaries existing in favor of, and all rights to advancement of expenses to, the current or former those Persons who are directors and officers of the Company or any of its Subsidiaries as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement (the “Indemnified Persons”) for their acts or and omissions occurring prior to the Effective Time Time, as provided in the certificate of incorporation and bylaws of the Company and its Subsidiaries (including acts or omissions occurring as in connection with effect as of the date of this Agreement Agreement) and as provided in the indemnification agreements (as in effect as of the date of this Agreement) between the Company and its Subsidiaries, on the one hand, and the consummation Indemnified Persons, on the other hand, in the forms made available by the Company to Parent prior to the date of this Agreement, shall survive the Transactions), Merger and such rights shall continue in full force and effect in accordance with their terms; provided that any claim made requesting indemnification pursuant to such indemnification rights prior to the sixth anniversary of the Effective Time shall continue to be subject to this Section 6.5(a) and the indemnification rights provided under this Section 6.5(a) until disposition of such claim. (b) From the Effective Time until the expiration sixth anniversary of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination Surviving Corporation shall maintain in effect, for the benefit of liability of directors. (b) For a period of six years after the Indemnified Persons with respect to their acts and omissions occurring prior to the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current existing policy of directors’ and officers’ liability insurance covering each Person currently covered maintained by the Company’s directors’ and officers’ liability insurance policy Company as of the date of this Agreement (a correct an accurate and complete copy of which has been heretofore delivered or made available to Parent) for acts (the “Existing D&O Policy”) or omissions occurring provide substitute policies, in each case, on terms with respect to coverage, deductibles and amounts no less favorable than the existing policy, or prior to the Effective TimeTime purchase a six-year “tail policy” for the existing policy; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) expend in any one year an amount in excess of 300200% of the amount of the aggregate premiums annual premium paid by the Company for Fiscal Year 2011 for such purpose on November 4, 2010 under the Existing D&O Policy (which 2010 premiums are annual premium is hereby represented and warranted by the Company to be as set forth in Part 3.26 of the Disclosure Schedule$294,549), it being understood that if the annual premium payable for such insurance coverage exceeds such 200% amount, Parent shall nevertheless be obligated to provide obtain a policy with the greatest coverage available for a cost equal to such coverage as may be obtained for such 300200% amount. (c) In the event that Parentthe Company, the Surviving Corporation or its Subsidiaries or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shallshall ensure that the successors and assigns of the Company, or shall cause the Surviving Corporation toor its Subsidiaries, cause proper provision to be made so that as the successor and assign of Parent case may be, or the Surviving Corporation assumes at Parent’s option, Parent, shall assume the obligations set forth in this Section 6.3(c)6.5. (d) The provisions of this Section 6.3 6.5 shall survive the acceptance of Shares for payment pursuant to the Offer and the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each indemnified partyof the Indemnified Persons and their successors, his or her assigns and heirs and his (ii) in addition to, and not in substitution for, any other rights to indemnification or her legal representativescontribution that any such Person may have by contract or otherwise. This Section 6.5 may not be amended, altered or repealed after the Offer Acceptance Time without the prior written consent of the affected Indemnified Person.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification by the Company existing in favor of, and all rights to advancement of expenses to, the current each individual who is an officer or former directors and officers director of the Company as of the date of this Agreement (each such individual, an “Indemnified Person”) for his acts and omissions as a director or officer of the Company occurring prior to the Effective Time of Merger I, as provided in the Company’s certificate of incorporation or the Company’s bylaws (as in effect on as of the date of this Agreement for acts or omissions occurring Agreement) and as provided in the Indemnification Contract between the Company and such Indemnified Person (as in effect as of the date of this Agreement) in the form disclosed by the Company to Parent prior to the Effective Time (including acts or omissions occurring in connection with date of this Agreement Agreement, shall survive Merger I and the consummation of the Transactions), and such rights shall continue in full force and effect until (to the expiration of the applicable statute of limitations fullest extent such rights to indemnification are available under and are consistent with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (iiDelaware law) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six two (2) years after from the Effective Time, the current provisions regarding elimination of liability of directorsdate on which Merger I becomes effective. (b) For a period of six years after From the Effective TimeTime of Merger I until the second anniversary of the date on which Merger I becomes effective, Parent Surviving Entity shall cause the Surviving Corporation to maintain in effect effect, for the Company’s current benefit of the Indemnified Persons with respect to their acts and omissions as directors and officers of the Company occurring prior to the Effective Time of Merger I, the Existing D&O Policies, to the extent that directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made coverage is available to Parent) for acts or omissions occurring prior to the Effective Timeon commercially reasonable terms; provided, however, that that: (i) Parent or the Surviving Corporation Entity may substitute therefor “tail” for the Existing D&O Policies a policy or policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or comparable coverage; (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event Surviving Entity shall Parent or the Surviving Corporation not be required to pay aggregate annual premiums for insurance under this Section 6.3(bthe Existing D&O Policies (or for any substitute policies) that exceed, in the aggregate, $135,000 (the “Maximum Premium”); and (iii) in excess of 300% the event the annual premiums are more than the Maximum Premium, the former officers and directors of the amount of Company shall be allowed to fund the aggregate premiums paid by difference in order that the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as policy may be obtained maintained for such 300% amounttheir benefit. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From For a period of six (6) years following the Closing Date, Buyer shall not, and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume Company and perform all rights to indemnification existing in favor of, and all rights to advancement of expenses its Subsidiaries not to, make any changes to their Constitutional Documents that would adversely affect the current right of any present or former directors and officers director, officer, manager, fiduciary or agent of the Company as provided in or its Subsidiaries (collectively, the Company’s certificate “Covered Persons”) to claim indemnification from the Company or its Subsidiaries under the terms of incorporation or the Company’s bylaws such Constitutional Documents as in effect on the date of this Agreement Closing Date for acts or omissions occurring taken prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directorsClosing. (b) For a period of six (6) years after following the Effective TimeClosing Date, Parent the Company shall cause maintain any extended reporting period that may be purchased and paid for by the Surviving Corporation Company at the request of the Stockholders at or prior to maintain in effect the Company’s current Closing for the directors’ and officers’ liability insurance policy covering each Person those Covered Persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy policy. The cost of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such this extended reporting period coverage under shall be the Company’s existing insurance programs (to be effective as “Seller Insurance Expenses.” The indemnification obligations of the Effective Time); Company and provided, further, that in no event shall Parent or its Subsidiaries to the Surviving Corporation be required to pay aggregate premiums for insurance Covered Persons under Section 6.4(a) and Section 6.4(b) of this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose Agreement (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountlimited in amount and scope by the Constitutional Documents, the directors’ and officers’ liability insurance policies maintained pursuant to Section 6.4(b) hereof, and applicable Law) are collectively referred to herein as the “Indemnification Obligations.” (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) The provisions of this Section 6.3 shall survive consummation of the Merger and 6.4 are intended to be for the benefit of, and will be enforceable by, as applicable, each indemnified partyCovered Person and the representatives of each Covered Person. Buyer shall not cause or permit the Company or its Subsidiaries to merge or consolidate with or transfer or assign all or substantially all of its assets to any other Person unless the surviving corporation ensures that the acquiring or surviving Person covenants to assume the obligations imposed by this Section 6.4. (d) The rights under this Section 6.4 shall be in addition to any rights that any Covered Person may have at common law or otherwise and shall remain in full force and effect following the Closing. Each of the Parties acknowledges that certain Covered Persons may have rights to indemnification, his advancement of expenses and/or insurance provided by certain Stockholders or her heirs other Persons other than the Company and his its Subsidiaries (collectively, the “Other Indemnitors”) and hereby agrees that (i) the Company and its Subsidiaries, as applicable, are the indemnitors of first resort with regard to obtaining indemnification covered by the Indemnification Obligations (it being understood, for the avoidance of doubt, that such Party’s obligations to the Covered Persons hereunder are primary and any obligation of the Other Indemnitors to advance expenses or her legal representativesto provide indemnification (including without limitation, through director and officer insurance policies) for the same expenses or liabilities incurred by the Covered Persons are secondary), (ii) the Company and its Subsidiaries, as applicable, shall be required to advance the full amount of expenses incurred by such Covered Persons and shall be liable for the full amount of all expenses, Judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement with regard to the indemnification covered by the Indemnification Obligations (or any other agreement between the Company or any of its Subsidiaries and such Covered Persons), without regard to any rights such Covered Person may have against any Other Indemnitor and (iii) the Company, on behalf of itself and its Subsidiaries, irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any Covered Person with respect to any claim for indemnification covered by the Indemnification Obligations, which such Covered Person has sought indemnification from the Company or any of its Subsidiaries, shall affect the foregoing and the Other Indemnitors 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 Covered Person against the Company and its Subsidiaries, as applicable.

Indemnification of Officers and Directors. (a) From and after Subject to the Effective Timeterms of the General Releases, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform Acquiror agrees that all rights to indemnification for acts or omissions occurring prior to the Effective Time existing as of the date of this Agreement in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate Company Certificate of incorporation Incorporation, the Company Bylaws or any individual agreements identified in Annex 6.13(a) shall survive the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement Merger and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations in accordance with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, their terms for a period of six years after following the Effective Time, and Acquiror shall cause the current provisions regarding elimination Surviving Corporation to fulfill and honor such obligations to the maximum extent permitted by, and subject to all limitations contained in, applicable Laws. This Section 6.13 shall survive the consummation of liability the Merger and is intended to be for the benefit of, and shall be enforceable by, all individuals who are officers and directors of directorsthe Company as of the date of this Agreement, and shall be binding upon Acquiror and the Surviving Corporation. (b) For a period of six years after the Effective Time, Parent Acquiror shall cause the Surviving Corporation to maintain in effect effect, for actions that shall have been taken prior to the Effective Time by the Company’s current officers and directors in their capacities as such, the existing level and scope of directors’ and officers’ liability insurance covering each Person currently those current directors and officers of the Company who are covered by the Company’s existing directors’ and officers’ liability insurance policy (a correct and complete copy as of which has been heretofore made available to Parent) for acts or omissions occurring prior the date of this Agreement, to the Effective Timeextent that directors’ and officers’ liability insurance coverage is commercially available; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrierthat, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance satisfying its obligations under this Section 6.3(b) 6.13, Acquiror shall not be obligated to pay premiums in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount$80,000 per annum. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) 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) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and after The certificate of incorporation, bylaws or other comparable organizational documents of each of the Effective Time, Parent Conveyed Entities shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights contain provisions no less favorable with respect to indemnification existing in favor of, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement for acts or omissions occurring by officers and directors in their capacities as such at any time prior to the Effective Time (including acts Closing than are set forth in such documents immediately prior to the Closing, which provisions shall not be amended, repealed or omissions occurring in connection with this Agreement and the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, modified for a period of six (6) years after the Effective TimeClosing in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Closing were present or former directors or officers of the Conveyed Entities at the Closing (each, together with such person’s heirs, executors or administrators, a “Conveyed Entity Covered Person”) relating to service prior to the Closing. Seller agrees that it will maintain “run-off” coverage for Conveyed Entity Covered Persons that covers acts or omissions prior to the Closing. Purchaser agrees that after the Closing Date, the current provisions regarding elimination of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently Conveyed Entity Covered Persons will be covered by the Company’s any directors’ and officers’ liability insurance policy (a correct and complete copy purchased by Purchaser or an Affiliate of which has been heretofore made available to Parent) for acts or omissions occurring prior Purchaser, to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor extent any such policy exists and is not a “tailtail policy” policies of an insurance company acquired in connection with the same or better rating as acquisition of a company and limited exclusively to the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than of such company prior to its acquisition. The rights of each Conveyed Entity Covered Person hereunder shall be in addition to, and not in limitation of, any other rights such Conveyed Entity Covered Person may have under the material terms certificate of incorporation, bylaws or other comparable organizational documents of each of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and providedConveyed Entities, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) In the event that Parent, the Surviving Corporation or any of their successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing indemnification arrangement, applicable Laws or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 6.3(c). (d) otherwise. The provisions of this Section 6.3 5.12 shall survive the consummation of the Merger transactions contemplated hereby and are expressly intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representativesConveyed Entity Covered Person.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all All rights to indemnification by the Company or any Company Subsidiary (other than an Excluded Entity) existing in favor of, and all rights to advancement of expenses to, the current or former those Persons who are directors and officers of the Company or any Company Subsidiary (other than an Excluded Entity) as of the Agreement Date (the “D&O Indemnified Persons”) for their acts and omissions occurring prior to the Closing, as provided in the Company’s certificate of incorporation or the Companyany Company Subsidiary’s bylaws (other than an Excluded Entity’s) organizational documents (as in effect on as of the date of this Agreement for acts Agreement) and as provided in the indemnification agreements between the Company or omissions occurring any Company Subsidiary (other than an US-DOCS\131312541.20 Excluded Entity) and such D&O Indemnified Persons (as in effect as of the date of this Agreement) in the forms made available by the Company to Buyer prior to the Effective Time date of this Agreement, shall survive the Transaction and shall be observed by the Company and Company Subsidiaries (including acts or omissions occurring in connection with this Agreement and other than an Excluded Entity) to the consummation of the Transactions), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by fullest extent available under applicable Law, and (ii) any claim made requesting indemnification pursuant to include and cause such indemnification rights shall continue to be maintained in effect in subject to this Section 7.3(a) and the Surviving Corporation’s (or any successor’sindemnification rights provided under this Section 7.3(a) certificate until disposition of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directorssuch claim. (b) For a period On or prior to the Closing Date, the Company shall have purchased and fully paid the premium for “tail” insurance policies (“D&O Tail Policy”) for the extension of six years after (w) the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability coverage of the existing directors’ and officers’ insurance covering each Person currently covered by policies of the Company’s , (x) the existing fiduciary liability insurance policies of the Company, (y) the existing crime insurance policy, and (z) the existing employment practices liability insurance policy, in each case for a claims reporting or discovery period of at least six years from and after the Closing Date from an insurance carrier with the same or better credit rating as the applicable insurance carrier of the Company as of the Agreement Date with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the existing policies of the Company, including, in the case of directors’ and officers’ liability insurance policy (insurance, with respect to any matter claimed against a correct and complete copy director or officer of which has been heretofore made available to Parent) for acts the Company by reason of such individual’s serving in such capacity that existed or omissions occurring occurred on or prior to the Effective TimeClosing Date (including in connection with this Agreement or the transactions or actions contemplated hereby); provided, however, that (i) Parent or that, in the Surviving Corporation may substitute therefor “tail” case of the directors’ and officers’ liability insurance, the annual premium of coverage obtained shall not exceed 350% of the annual premium for the current policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage directors’ and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time)officers’ liability insurance; and provided, provided further, that fifty percent (50%) shall be included in no event Closing Transaction Expenses and fifty percent (50%) shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid borne by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amountBuyer. (c) In the event that Parent, the Surviving Corporation Company or any Company Subsidiary (other than an Excluded Entity) or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity Person of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or Buyer shall cause the Surviving Corporation to, cause proper provision to be made so ensure that the successor successors and assign assigns of Parent the Company or any Company Subsidiary (other than an Excluded Entity), as the Surviving Corporation assumes case may be, shall assume the obligations set forth in this Section 6.3(c)7.3. (d) The provisions of this Section 6.3 7.3 shall survive the consummation of the Merger Transaction and are (i) intended to be for the benefit of, and will be enforceable by, each indemnified partyof the D&O Indemnified Persons and their successors, his or her assigns and heirs and his (ii) in addition to, and not in substitution for, any other rights to indemnification or her legal representativescontribution that any such D&O Indemnified Person may have by contract or otherwise. This Section 7.3 may not be amended, altered or repealed after the Effective Time without the prior written consent of the affected D&O Indemnified Person.

Indemnification of Officers and Directors. (a) From and after For a period of six (6) years following the Effective TimeClosing, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification and exculpation (including provisions relating to expense advancement) by the Company existing in favor of, and all rights to advancement of expenses to, the current those Persons who are or former were directors and officers (including [***]) of the Company as provided in the Company’s certificate of incorporation or the Company’s bylaws as in effect on the date of this Agreement (the “D&O Indemnified Persons”) for their acts or and omissions occurring prior to the Effective Time (including acts or omissions occurring Time, as provided in connection with this Agreement the Company Charter and the consummation Company Bylaws (as in effect as of the Transactions)date of this Agreement) and as provided in the indemnification agreements between the Company and such D&O Indemnified Persons in the forms made available by the Company to Parent prior to the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified, and such rights shall continue in full force and effect until be observed by the expiration of Surviving Corporation to the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by fullest extent available under applicable Law, and . (iib) Prior to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination Company shall purchase and fully pay the premium for a six-year “tail” policy for the existing policy of liability of directors. (b) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered maintained by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies Company as of the date hereof or (ii) Parent may request that of this Agreement in the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid form made available by the Company for Fiscal Year 2011 for to Parent prior to the date of this Agreement on terms with respect to coverage, deductibles and amounts no less favorable than the existing policy in effect on the date hereof (such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of policy, the Disclosure Schedule“D&O Policy”), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (c) In the event that Parent, the Company or the Surviving Corporation or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so ensure that the successor successors and assign assigns of Parent Parent, the Company or the Surviving Corporation assumes Corporation, as the case may be, shall assume the obligations set forth in this Section 6.3(c5.3(c) (Indemnification of Officers and Directors). (d) The provisions of this Section 6.3 5.3(c) (Indemnification of Officers and Directors) shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each indemnified partyof the D&O Indemnified Persons and their successors, his or her assigns and heirs and his (ii) in addition to, and not in substitution for, any other rights to indemnification or her legal representativescontribution that any such D&O Indemnified Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) From For six (6) years from and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification by the Company existing in favor of, and all rights to advancement of expenses to, the current or former those Persons who are directors and officers of the Company as of the date of this Agreement (the “D&O Indemnified Persons”) for their acts and omissions occurring at or prior to the Effective Time as provided in under applicable Law and the Company’s certificate of incorporation or bylaws in effect on the Company’s bylaws date of this Agreement, and in those indemnification agreements between the Company and such D&O Indemnified Persons (as in effect on the date of this Agreement for acts or omissions occurring prior and listed on Schedule 5.2) shall survive the Merger and shall be observed by the Surviving Entity to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions)fullest extent available under applicable Law, and any claim made requesting indemnification pursuant to such indemnification rights shall continue in full force to be subject to this Section 5.2(a) and effect the indemnification rights provided under this Section 5.2(a) until disposition of such claim. (b) For six (6) years from and after the expiration Effective Time, Parent shall, and Parent shall cause the Surviving Entity to, cause (i) the certificate of incorporation and the bylaws or comparable organizational documents of the applicable statute Surviving Entity to contain provisions no less favorable to each D&O Indemnified Person to limitation of limitations with respect to any claims against such directors certain liabilities of the D&O Indemnified Persons than are set forth as of the date of this Agreement in the certificate of incorporation and the bylaws or officers arising out other comparable organizational documents of such acts or omissionseach member of the Company, except as otherwise required by applicable Law, and (ii) the certificate of incorporation and bylaws or comparable organizational documents of the Surviving Entity to include and cause contain provisions no less favorable to be maintained in effect provisions regarding indemnification of the D&O Indemnified Persons than are set forth as of the date of this Agreement in the Surviving Corporation’s (or any successor’s) certificate of incorporationincorporation and the bylaws or other comparable organizational documents of the Company, except as required by Law. (c) Prior to the Closing, the Company shall purchase an extended reporting period endorsement (the “Tail D&O Policy”) under the Company’s existing directors’ and officers’ liability insurance coverage for a period of the Company’s directors and officers with coverage for six years after following the Effective Time, the current provisions regarding elimination cost of liability of directors. which shall be paid by the Company (b) and shall be deemed a Closing Date Transaction Expense). For a period of six years after the Effective Time, Parent shall, and shall cause the Surviving Corporation Entity to, maintain such Tail D&O Policy, and to maintain in effect the Company’s current directors’ extent such policy cannot be maintained, to substitute such policy with reputable and officers’ liability insurance financially sound carriers covering each Person those Persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy policies on terms not materially less favorable than the terms of such current insurance coverage with respect to claims arising from or related to facts or events which has been heretofore made available to Parent) for acts occurred at or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to be as set forth in Part 3.26 of the Disclosure Schedule), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (cd) In the event that Parent, the Company or the Surviving Corporation Entity or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so ensure that the successor successors and assign assigns of Parent Parent, the Company or the Surviving Corporation assumes Entity, as the case may be, shall assume the obligations set forth in this Section 6.3(c)5.2. (de) The provisions of this Section 6.3 5.2 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each indemnified partyof the D&O Indemnified Persons and their successors, his assigns and heirs, which shall be deemed as third party beneficiaries under this Agreement, and (ii) in addition to, and not in substitution for, any other rights to indemnification or her heirs and his contribution that any such D&O Indemnified Person may have by Contract or her legal representativesotherwise. This Section 5.2 may not be amended, altered or repealed after the Effective Time without the prior written consent of the affected D&O Indemnified Person.

Indemnification of Officers and Directors. (a) From All rights to indemnification by the Company existing in favor of those Persons who are directors and officers of the Company as of, or prior to, the date of this Agreement (the “D&O Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time as provided in the Company Charter and the Company’s bylaws (as in effect as of the date of this Agreement) and as provided in those indemnification agreements (the “Indemnification Agreements”) between the Company, shall survive the Merger and shall be complied with and performed by the Surviving Company. (b) For six years from and after the Effective Time, Parent shall cause (including by providing any necessary funding to) the Surviving Corporation (i) to assume and perform all rights to indemnification and exculpation by the Company existing in favor ofof D&O Indemnified Persons for their acts and omissions occurring or alleged to have occurred prior to the Effective Time, and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in the Company’s certificate of incorporation or Company Charter and the Company’s bylaws (as in effect on as of the date of this Agreement for acts or omissions occurring prior Agreement) and as provided in the Indemnification Agreements, in each case subject to the Effective Time (terms, conditions and limitations thereof, to survive the Merger, including acts or omissions occurring in connection with this Agreement and the consummation as a result of the Transactionsamendment of the certificate of incorporation of the Surviving Company pursuant to Section 1.4(a) (Certificate of Incorporation and Bylaws; Directors and Officers), and such rights shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and (ii) to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors. (b) For a period of six years from and after the Effective Time, Parent shall cause the Surviving Corporation Company to maintain in effect fulfill and honor such obligations to the fullest extent permitted under applicable Law. (c) Parent shall cause the Surviving Company as of the Effective Time, to obtain and fully pay for “tail” insurance policies with a claims period of at least six (6) years from and after the Effective Time from an insurance carrier with a credit rating the same as or better than the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance covering each Person and fiduciary liability insurance (collectively, “D&O Insurance”) with respect to matters existing or occurring at or prior to the Effective Time with benefits and levels of coverage at least as favorable as the Company’s existing policies (including in connection with this Agreement or the transactions or actions contemplated hereby) with respect to those Indemnified Parties who are currently on the date hereof (and any additional Indemnified Parties who prior to the Effective Time become) covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective TimeD&O Insurance; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation Company be required to pay aggregate premiums expend for such “tail” insurance under this Section 6.3(b) policies an annual premium amount in excess of three hundred percent (300% %) of the amount of annual premium currently on the aggregate premiums date hereof paid by the Company for Fiscal Year 2011 such insurance and (ii) if the annual premium of such “tail” insurance policies exceeds three hundred percent (300%) of the annual premium currently paid by the Company for such purpose (which 2010 premiums are hereby represented and warranted by insurance, Parent shall cause the Surviving Company to obtain and fully pay for policies covering such Indemnified Parties with the greatest coverage as is then available at a cost up to but not exceeding such amount. Parent shall, and shall cause the Surviving Company to, use its reasonable best efforts to cause such “tail” insurance policies to be as set forth maintained in Part 3.26 full force and effect, for their full term, and to honor all of its obligations thereunder. After the Disclosure Schedule)Effective Time, it being understood that Parent shall nevertheless be obligated and shall cause the Surviving Company to provide maintain such coverage as may be obtained for such 300% amountpolicy in full force and effect, and continue to honor the obligations thereunder. (cd) In the event that Parent, the Company or the Surviving Corporation Company or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall, or shall cause the Surviving Corporation to, cause proper provision to be made so ensure that the successor successors and assign assigns of Parent Parent, the Company or the Surviving Corporation assumes Company, as the case may be, shall assume the obligations set forth in this Section 6.3(c). 5.4 (d) The provisions of this Section 6.3 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Officers and Directors. (a) From and During the period ending six (6) years after the First Effective Time, Parent shall cause (including by providing any necessary funding to) will ensure that the Surviving Corporation Entity fulfills its obligations to the present and former members of the Board (iand any member of the governing body of any of its Subsidiaries) to assume and perform all rights to indemnification existing in favor of, present and all rights to advancement of expenses to, the current or former directors and officers of the Company as provided in and its Subsidiaries (each, a “D&O Indemnified Person”) pursuant to the Company’s certificate terms of incorporation or the Company Charter and the Company’s bylaws (as in effect on the date of this Agreement for acts or omissions occurring Agreement), the organizational documents of any of the Company’s Subsidiaries and as provided in those indemnification agreements between the Company and such D&O Indemnified Persons (as in effect on the date of this Agreement) listed in Schedule 5.4 and in the forms made available by the Company to Parent prior to the Effective Time (including acts or omissions occurring in connection with date of this Agreement and (the consummation of the Transactions“Indemnification Agreements”), in each case subject to the terms, conditions and such rights limitations thereof. The foregoing obligations shall continue in full force survive the Mergers and effect until shall be observed by the expiration of Surviving Entity to the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by fullest extent available under applicable Law, and (ii) any claim made requesting indemnification or advancement of expenses pursuant to include and cause such indemnification or advancement rights shall continue to be maintained in effect in subject to this Section 5.4(a) and the Surviving Corporation’s (or any successor’sindemnification and advancement rights provided under this Section 5.4(a) certificate until disposition of incorporation, for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directorssuch claim. (b) For a Prior to the Closing, the Company shall purchase an extended reporting period of six years after endorsement (the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect “Tail D&O Policy”) under the Company’s current existing directors’ and officers’ liability insurance covering each Person currently covered by coverage for the Company’s directors and officers on terms reasonably acceptable to Parent that shall provide such directors and officers with coverage for six years following the First Effective Time that provides at least the same coverage in scope and amount as the existing coverage and have other terms not materially less favorable in the aggregate to the insured persons than the directors’ and officers’ liability insurance policy (a correct coverage presently maintained by the Company and complete copy 100% of which has been heretofore made available to Parent) for acts or omissions occurring prior to the Effective Time; provided, however, that (i) Parent or the Surviving Corporation may substitute therefor “tail” policies of an insurance company any premiums with the same or better rating as the Company’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the material terms of the Company’s existing policies as of the date hereof or (ii) Parent may request that the Company obtain such extended reporting period coverage under the Company’s existing insurance programs (to Tail D&O Policy shall be effective as of the Effective Time); and provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.3(b) in excess of 300% of the amount of the aggregate premiums paid by the Company for Fiscal Year 2011 for such purpose (which 2010 premiums are hereby represented and warranted by Company to shall be as set forth in Part 3.26 of the Disclosure Scheduledeemed a Closing Date Transaction Expense), it being understood that . Parent shall nevertheless be obligated and shall cause the First Step Surviving Corporation (after the First Effective Time) and the Surviving Entity (after the Second Effective Time) to provide maintain such coverage as may be obtained for such 300% amountpolicy in full force and effect, and continue to honor the obligations thereunder. (c) In the event that Parent, the Company or the Surviving Corporation Entity or any of their respective successors or assigns shall (i) consolidate consolidates with or merge merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfer transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shallshall ensure that the successors and assigns of Parent, or shall cause the Company, First Step Surviving Corporation to, cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes Entity, as the case may be, shall assume the obligations set forth in this Section 6.3(c)5.4. (d) The provisions of this Section 6.3 5.4 shall survive the consummation of the Merger Mergers and are (i) intended to be for the benefit of, and will be enforceable by, each indemnified partyof the D&O Indemnified Persons and their successors, his assigns, heirs, and representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or her heirs and his contribution that any such D&O Indemnified Person may have by Contract or her legal representativesotherwise. This Section 5.4 may not be amended, altered or repealed after the First Effective Time or the Second Effective Time without the prior written consent of the affected D&O Indemnified Person.