Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) Parent shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries 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 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) The Surviving Corporation and its Subsidiaries shall, and Parent shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all rights to indemnification, advancement respects the obligations of expenses and exculpation from liabilities by the Company or its Subsidiaries existing and each Company Subsidiary in favor of those Persons who are former or current or former directors or and officers of the Company or its Subsidiaries at a Company Subsidiary as of the date of this Agreement and any Person who becomes a director or officer of the Company or a Company Subsidiary prior to the Acceptance Control Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries officers occurring prior to the Effective Control Time, as provided in the Company’s certificate of incorporation or bylaws of the Company or of a Company Subsidiary (as in effect as of the date of this Agreement or, with respect to any Person who becomes a director or officer of the Company or a Company Subsidiary, as of the Control Time, to the extent such agreement is substantially the same as the indemnification agreements in effect as of the date of this Agreement) and as provided in any indemnification agreements between the Company or a Company Subsidiary and said Indemnified Persons (as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure ScheduleMade Available to Parent, to which obligations shall survive the Merger and be observed and performed Merger, are hereby assumed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law shall continue in full force and effect for a period of six years from the Closing Date, which provisions governing such rights Effective Time and shall not be amended, repealed, abrogated terminated or otherwise modified in any such a manner that would as to adversely affect any Indemnified PersonsPerson to whom this Section 6.4 applies without the consent of such affected Indemnified Person. It is expressly agreed that the Indemnified Persons to whom this Section 6.4 applies shall be third party beneficiaries of this Section 6.4, each of whom may enforce the provisions of this Section 6.4. (b) Parent shallFrom the Effective Time until the sixth anniversary of the Effective Time, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation shall, and its Subsidiaries to contain provisions no less favorable Parent shall cause the Surviving Corporation to, maintain in effect, for the benefit of the Indemnified Persons with respect to indemnification, advancement of expenses their acts and exculpation of Indemnified Persons omissions as are presently set forth in the certificate of incorporation directors and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed officers occurring at or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries 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”), covering each Person covered by the Existing D&O Policy, on terms with respect to matters arising on the coverage and amounts that are equivalent to those of the Existing D&O Policy; provided, however, that: (i) the Surviving Corporation may substitute for the Existing D&O Policy a policy or before policies of comparable coverage; and (ii) the Surviving Corporation shall not be required to pay annual premiums for the Existing D&O Policy or substitute policy in excess of the dollar amount set forth in Part 6.4(b) of the Disclosure Schedule (the “Maximum Premium”). In the event any future annual premiums for the Existing D&O Policy or substitute policy exceed the Maximum Premium, the Surviving Corporation shall be obligated to, and Parent shall be obligated to cause the Surviving Corporation to, obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. Prior to the Effective Time, covering notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a pre-paid, non-cancellable “tail” policy reasonably satisfactory to Parent 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 than the terms and conditions of the Existing D&O Policy; provided, however, that the Company shall not, without limitation the Contemplated Transaction (prior written consent of Parent, expend an amount for such tail policy in excess of the Maximum Premium. If such “D&O Insurance”)tail” policy is purchased, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of the Surviving Corporation under the first sentence of this Section 6.4(b) for so long as such “tail” policy shall be maintained in full force and effect. (dc) In the event Parent or If Parent, the Surviving Corporation or any of their respective its successors or assigns: (i) consolidates with or merges into with any other Person and that shall not be the continuing or the surviving corporation or entity of such consolidation or merger merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent to the extent necessary, proper provision shall ensure be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.46.4. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) Parent shall cause all rights to indemnification, advancement of expenses From and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to after the Effective Time, as provided Parent and the Company shall fulfill and honor in all respects the Company’s obligations of Parent pursuant to any indemnification provisions under the certificate of incorporation or and bylaws (of Parent as in effect as of on the date of this Agreement) Agreement and as provided in pursuant to any indemnification indemnity agreements between the Company Parent and said Indemnified Persons (such Person as in effect as of on the date of this Agreement) identified in Part 2.10(a)(viii) Agreement (the Persons entitled to be indemnified pursuant to such provisions, and all other current and former directors and officers of Parent, being referred to collectively as the “D&O Indemnified Parties”). From and after the Effective Time through the sixth anniversary of the Effective Time, Parent and the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries Parent to contain the provisions no less favorable with respect to indemnification, advancement of expenses indemnification and exculpation of Indemnified Persons as are presently from Liability set forth in the Parent’s certificate of incorporation and bylaws on the date of the Company and such Subsidiariesthis Agreement, and such which provisions shall not be amended, repealed or otherwise modified during such period in any manner that would adversely affect any right the rights thereunder of any Person benefited by such provisions without such person’s prior written consentD&O Indemnified Party. Parent guarantees and the full Company shall honor in accordance with their terms all indemnification agreements entered into by Parent with any current or former director, officer or agent that are in effect prior to the execution of this Agreement. (b) Parent and timely performance of the Company jointly and severally agree to pay all expenses, including attorneys’ fees, that may be incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations of the Surviving Corporation and its Subsidiaries under provided for in this Section 5.4(b)5.8 provided that such D&O Indemnified Parties are entitled to the indemnities sought. (c) The Company shall use commercially reasonable efforts to purchase, prior to For six years after the Effective Time, a six-year prepaid “tail policy” on terms and conditions Parent shall maintain in effect at least $3,000,000 (or such greater amount as Company may request) in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance or a tail insurance policy of the same level or scope for the six year period, in each case covering those Persons who are covered by Parent’s directors’ and fiduciary officers’ liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before policy as of the Effective TimeTime (a copy of which has been heretofore delivered to Parent); provided, covering without limitation that the Contemplated Transaction premium shall not exceed $100,000 (“Maximum Amount”) except to the extent that any amount in excess thereof (the “D&O InsuranceExcess Insurance Premium”) shall result from the greater amount requested by the Company. If Parent is unable to obtain or maintain the insurance called for by this Section 5.8(c), Parent shall obtain such comparable insurance as is available for as many years of the six year period as available for the Maximum Amount. (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this This Section 5.4. (e) The provisions of this Section 4 5.8 shall survive the consummation of the Merger and are (i) the Effective Time, is intended to benefit and may be for enforced by the benefit ofCompany, Parent and the D&O Indemnified Parties, and will shall be enforceable by, each binding on all successors and assigns of Parent and the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwiseCompany.

Indemnification of Officers and Directors. (a) Parent shall cause all Company Indemnified Person. (i) All rights to indemnification, advancement of expenses and exculpation from liabilities indemnification by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or and officers of the Company or its Subsidiaries at or prior to as of the Acceptance Time date of this Agreement (the “Company Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents officers of the Company or its Subsidiaries 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 any indemnification agreements between the Company and said Company Indemnified Persons (as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii3.10(a)(iv) of the Company Disclosure Schedule, to shall survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, date on which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Personsthe Merger becomes effective. (bii) Parent shallFrom the Effective Time until the sixth anniversary of the date on which the Merger becomes effective, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable shall maintain in effect, for the benefit of the Company Indemnified Persons with respect to indemnification, advancement of expenses their acts and exculpation of Indemnified Persons omissions as are presently set forth in the certificate of incorporation directors and bylaws officers of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, occurring prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect as of the date of this Agreement in the form delivered or Made Available by the Company to matters arising on or before Parent prior to the Effective Time, covering without limitation the Contemplated Transaction date of this Agreement (the “Company Existing D&O InsurancePolicy”), to the extent that directors’ and officers’ liability insurance coverage is commercially available; provided, however, that: (A) the Surviving Corporation may substitute for the Company Existing D&O Policy a policy or policies of comparable coverage; and (B) 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 $848,000 (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 premium equal to the Company Maximum Premium. (db) This Section 6.03 is intended to be for the benefit of, and shall be enforceable by, the Company Indemnified Persons, their heirs and personal representatives and shall be binding on the Parent, the Surviving Corporation and their successors and assigns, and may not be amended, altered or repealed after the Acceptance Time without the prior written consent of the affected Company Indemnified Person (provided that such amendment, alteration or repeal prior to the Acceptance Time shall be governed by Section 9.01). In the event that the Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger merger; or (ii) transfers all or substantially all of its properties and assets to any Personperson, then, and in each such case, Parent proper provision shall ensure be made so that the successors and assigns of Parent the Surviving Corporation or the Surviving Corporation, Parent (as the case may be, shall assume ) honor the indemnification obligations set forth in this Section 5.46.03. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) For a period of six years after the First Merger Effective Time, Parent shall cause all rights the Surviving Corporation and its Subsidiaries, and from and after the Second Merger Effective Time, Parent shall cause the Surviving Company and its Subsidiaries, to indemnificationindemnify and hold harmless, and provide advancement of expenses and exculpation from liabilities by to, the Company or its Subsidiaries existing in favor of those Persons who are current or former directors and officers and any person who becomes a director or officers officer of any of the Company or its Subsidiaries at or Entities prior to the Acceptance First Merger Effective Time (the “Indemnified PersonsParties”) for their acts and omissions as to the fullest extent that applicable Legal Requirements permit such company to indemnify its own directors and officers, employees or agents of . For six years after the Company or its Subsidiaries occurring prior to the First Merger Effective Time, as provided in Parent shall cause the Company’s certificate of incorporation or bylaws (as Surviving Company to maintain in effect as the provisions in (i) the organizational documents of each Company Entity; and (ii) any other agreements of any Company Entity with any of Indemnified Parties, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing no such rights provision shall not be amended, repealed, abrogated modified or otherwise modified repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified PersonsParty in respect of acts or omissions occurring or alleged to have occurred at or prior to the First Merger Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger or any of the other Contemplated Transactions). (b) Parent shallWithout limiting the foregoing, for a period of six years from following the Closing DateFirst Merger Effective Time, cause the certificate of incorporation Parent and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries or Surviving Company, as applicable, shall cause to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth be maintained in effect the certificate of incorporation and bylaws existing policy of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such personCompany’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on (or before the Effective Time, covering without limitation the Contemplated Transaction a comparable replacement policy) (the “D&O InsurancePolicy”) covering claims arising from facts or events that occurred at or prior to the First Merger Effective Time to the extent that such claims are of the type covered by the D&O Policy (and including acts or omissions occurring in connection with this Agreement and the consummation of the Contemplated Transactions to the extent such acts or omissions are covered by the D&O Policy) and covering each Indemnified Party who is covered as of the First Merger Effective Time by the D&O Policy, in any case on terms with respect to coverage and amounts that are no less favorable in the aggregate to the insured persons than those terms in effect on the date hereof; provided, however, that in no event shall Parent or the Surviving Corporation be required to expend in any one year an amount in excess of 250% of the larger of the current annual premium paid by the Company (which annual premium is set forth on Part 5.6 of the Company Disclosure Schedule) for such insurance (the larger such 250% amount, the “Maximum Annual Premium”); and provided further, however, that if the annual premium of such insurance coverage exceeds the Maximum Annual Premium, Parent and the Surviving Corporation shall be obligated to obtain a policy with the greatest comparable coverage available for a cost not exceeding the Maximum Annual Premium. Notwithstanding anything to the contrary in this Agreement, in lieu of the arrangements contemplated under the first sentence of this Section 5.6(b), Parent shall cause to be purchased prior to Closing and, upon Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed), the Company shall be entitled to 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 to the insured persons than the D&O Policy, and in the event that Parent or the Company shall purchase such a “tail” policy, Parent, the Surviving Corporation or Surviving Company, as applicable, shall maintain such “tail” policy in full force and effect and cause all obligations thereunder to be honored by the Surviving Corporation or Surviving Company, as applicable, in lieu of all other applicable obligations of Parent and the Surviving Corporation or Surviving Company, as applicable, under the first sentence of this Section 5.6(b) for so long as such “tail” policy shall be maintained 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 of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Legal Requirements (whether at law or in equity). (d) In the event Parent or that Parent, the Surviving Corporation Corporation, the Surviving Company or any of their respective Subsidiaries (or any of their respective successors or assigns: ) shall (i) consolidates consolidate or merge with or 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) transfers transfer or convey all or substantially all of its properties and assets to any Personperson, then, and then in each such case, Parent shall ensure cause proper provision to be made so that the continuing or surviving corporation or entity (or its successors and assigns of Parent or the Surviving Corporationassigns, as the case may be, if applicable) shall assume the obligations set forth in this Section 5.45.6. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities indemnification by the Company or its Subsidiaries Acquired Corporations existing as of the date of this Agreement in favor of those Persons who are current or former directors directors, officers or officers employees of the Company or its Subsidiaries at or prior to the Acceptance Time any Acquired Corporation (when acting in such capacity) (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or and bylaws of the Acquired Corporations (as in effect as of on the date of this Agreement) and as provided in any indemnification agreements between the Company and said Indemnified Persons Indemnity Agreements (as in effect as of on the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule), to shall survive the Merger and shall be observed and performed honored by the Surviving Corporation and any applicable its Subsidiaries to the fullest extent permitted by available under Delaware law for a period of six years from the Closing DateEffective Time, which provisions governing and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall not continue to be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Personssubject 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 sixth anniversary of the date on which the Effective Time occurs, Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation (together with its successors and its Subsidiaries assigns, the “Indemnifying Parties”) shall, to contain provisions no less favorable with respect the fullest extent that the Acquired Corporations would have been permitted to indemnification, advancement of expenses under applicable Legal Requirements and exculpation of Indemnified Persons as are presently set forth in the certificate their respective certificates of incorporation or by-laws or other organizational documents in effect on the date of this Agreement, indemnify, defend and bylaws hold harmless each Indemnified Person in his or her capacity as an officer or director of the Company and such Subsidiariesan Acquired Corporation against all losses, and such provisions shall not be amendedclaims, repealed damages, liabilities, fees, expenses, judgments or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited fines incurred by such provisions without such person’s prior written consent. Parent guarantees Indemnified Person as an officer or director of an Acquired Corporation, to the full extent arising out of or pertaining to any and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchaseall 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 with respect to the transactions contemplated herein. Without limiting the foregoing, the Indemnifying Parties shall also, to the fullest extent permitted under applicable Legal Requirements, advance reasonable costs and expenses (including 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 6.5(b) within fifteen (15) days after receipt by Parent of a six-year prepaid “tail policy” on terms written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings to repay such advanced costs and conditions expenses if it is ultimately determined that such Indemnified Person is not entitled to indemnification. (c) From the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in both amount effect, for the benefit of the Indemnified Persons with respect to their acts and scope) providing substantially equivalent benefits as omissions occurring prior to the current policies Effective Time, the existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries as of the date of this Agreement in the form made available by the Company to Parent or Parent’s Representatives on or prior to the date of this Agreement on terms with respect to matters coverage, deductibles and amounts no less favorable than such existing policy; provided, however, that in satisfying its obligation under this Section 6.5(c), the Surviving Corporation shall not be obligated to pay annual premiums in excess of 300% of the amount set forth on Part 6.5(c) 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 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 Offer Acceptance Time, which policies shall provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, covering without limitation including, in respect of the Contemplated Transaction transactions contemplated by this Agreement, but shall not otherwise provide terms with respect to coverage, deductibles and amounts more favorable in the aggregate than the existing policy referred to in the previous sentence; 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 Offer Acceptance Time, the Surviving Corporation shall (and Parent shall cause the “D&O Insurance”)Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. (d) In the event Parent the Company or the Surviving Corporation or its Subsidiaries or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent the Company or the Surviving CorporationCorporation or its Subsidiaries, as the case may be, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 5.46.5. (e) The provisions of this Section 4 6.5 shall survive the acceptance of Shares for payment pursuant to the Offer and the consummation of the Merger and are are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. 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) Parent shall cause all rights to indemnification, advancement of expenses From and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to after 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 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)(viii) of the Company Disclosure ScheduleNetStaff shall, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent authorized by the DGCL, NYBCL or any other applicable law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits NetStaff to provide broader indemnification rights than such law permitted by Delaware law for a period NetStaff to provide prior to such amendment), indemnify all directors and officers of six years from MAT as of the Closing Dateagainst any liability or losses (including reasonable attorney's fees and costs for counsel who are reasonably acceptable to NetStaff) any of them may incur from any action, which provisions governing proceeding or investigation brought against such rights individuals by existing stockholders and option holders of MAT immediately prior to the Merger as a result of the Merger, or any of the transactions contemplated by this Agreement. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by NetStaff any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to NetStaff of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 5.4 or otherwise. NetStaff shall not be amended, repealed, abrogated or otherwise modified liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors in any manner that would adversely affect any Indemnified Personssingle action, except to the extent that, in the opinion of counsel for the officers and directors, two or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and NetStaff have conflicting interests in the outcome of such action. (b) Parent shallWithout in any way limiting the foregoing, NetStaff shall use its best efforts to obtain directors' and officers' liability insurance covering its obligations under this Section 5.4 and, in connection therewith, hereby agrees to use its best efforts to determine whether Pxxxxxx Xxxxx and Colin Childerley may be added to a director and officer tail insurance policy (the "TAIL POLICY") covering their respective actions as directors and officers of NetStaff before and, to the extent applicable, after the Effective Time of the Merger. If a Tail Policy can be obtained by NetStaff without unreasonable cost, NetStaff hereby covenants and agrees to pay for and obtain the Tail Policy as soon as is practicable after the Closing and to keep the Tail Policy in effect for a period of six three years from after the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)Effective Time. (c) The Company provisions of this Section 5.4 are intended to be for the benefit of, and shall use commercially reasonable efforts to purchasebe enforceable by, prior to each officer and director of MAT as of the Effective TimeClosing, a six-year prepaid “tail policy” on terms and conditions (in both amount each of Pxxxxxx Xxxxx and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries Cxxxx Childerley with respect to matters arising on Section 5.4(b), and each of his or before her heirs and legal representatives, and shall be in addition to any other rights an officer and director of MAT and each of Pxxxxxx Xxxxx and Colin Childerley may have under the Effective TimeCertificate of Incorporation or Bylaws of the Surviving Corporation, covering without limitation under the Contemplated Transaction (the “D&O Insurance”)DGCL, NYBCL or otherwise. (d) In the event Parent NetStaff or the Surviving Corporation Corporation, or any of their respective successors or assigns: , (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personperson, then, and in each such case, Parent proper provision shall ensure be made so that the successors and assigns of Parent NetStaff or the Surviving Corporation, as the case may be, or at NetStaff's option, NetStaff, shall assume the obligations set forth in paragraph (a) of this Section 5.4. (e) The provisions In the event NetStaff or the, Surviving Corporation, or any of this Section 4 their respective successors or assigns, obtains directors' and officers' liability insurance covering any of their directors or officers, such insurance shall survive also cover the consummation directors and officers of MAT as of the Merger and are (i) intended date hereof with respect to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwiseobligations hereunder.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities indemnification by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or and officers of the Company or its Subsidiaries at or prior to as of the Acceptance Time date of this Agreement (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate Certificate of incorporation or Incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in any the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 5.6(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the forms made available by the Company Disclosure Scheduleto Parent or Parent’s Representatives prior to the date of this Agreement, to shall survive the Merger and shall be observed and performed by the Surviving Corporation and any applicable its Subsidiaries to the fullest extent permitted by available under Delaware law for a period of six (6) years from the Closing DateEffective Time, which provisions governing and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall not continue to be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Personssubject to this Section 5.6(a) and the indemnification rights provided under this Section 5.6(a) until disposition of such claim. (b) Parent shall, for a period From the Effective Time until the sixth anniversary of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions the Surviving Corporation shall either (i) maintain in both amount and scope) providing substantially equivalent benefits as effect, the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company as of the date of this Agreement (an accurate and its Subsidiaries complete copy of which has been made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement) for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to matters arising their acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable), on terms with respect to coverage, deductibles and amounts no less favorable than the existing policy or before (ii) at or prior to the Effective Time, covering without limitation Parent or the Contemplated Transaction Company shall (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 “D&O Insurance”tail policy” has been obtained, it shall be deemed to satisfy all obligations to obtain and/or maintain insurance pursuant to this Section 5.6(b); provided, however, that in no event shall the Surviving Corporation be required to expend in any one (1) year an amount in excess of 300% of the annual premium currently payable by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage exceeds such amount, Parent shall be obligated to cause the Surviving Corporation to obtain a policy with the greatest coverage available for a cost equal to such amount. (dc) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 5.45.6. (ed) The provisions of this Section 4 5.6 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will shall be enforceable by, each of the Indemnified Persons and its respective their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. Unless required by applicable Legal Requirement, this Section 5.6 may not be amended, altered or repealed after the Effective 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) Parent From and after the Closing, Buyer shall, or shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing to, fulfill and honor in favor all respects the obligations of those Persons who are current or former directors or officers of Company pursuant to any indemnification provision under the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or bylaws (Charter Documents as in effect as of on the date of this Agreement) . From the Closing until the sixth anniversary of the Closing Date, Buyer shall, or shall cause the Company to, fulfill and as provided honor in all respects the obligations of Company pursuant to any indemnification agreements agreement listed on Section 6.14 of the Company Disclosure Letter in effect between the Company and said Indemnified Persons (any Person who is or was a director or officer of the Company prior to the Closing. The Charter Documents of the Company will contain provisions with respect to the exculpation and indemnification and expense advancement that are substantially the same as were in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries immediately prior to the fullest extent permitted by Delaware law Closing for a period of six years from the Closing DateCompany, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall will not be amended, repealed or otherwise modified in any material respect in any manner that would adversely affect any right the rights thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full each current and timely performance former director or officer of the obligations Company until the earlier of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with six (6) years from the Closing Date and (ii) such dates as the Company is dissolved or merges merged into any other Person and shall not be another corporation in which case the continuing majority stockholder or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personmerger, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may berespectively, shall assume the indemnification obligations set forth in this Section 5.4the first sentence above. (eb) The provisions of this Section 4 shall survive Prior to the consummation of Closing, the Merger and are (i) intended to be Company may purchase, for the benefit ofof all officers and directors of the Company prior to the Closing, policies of directors and officers’ and fiduciary liability “tail” or “run-off” insurance providing for such coverage as the Company may determine in its sole discretion prior to the Closing; provided, however, that any costs and expenses related thereto shall be considered a Transaction Expense. Buyer shall, and will be enforceable by, each of shall cause the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition Company to, maintain such policy in full force and not in substitution foreffect, any other rights and continue to indemnification or contribution that any such Person may have by contract or otherwisehonor the obligations thereunder.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause and the Surviving Corporation will fulfill and honor in all respects all rights to indemnification, exculpation or advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, fiduciary, or agent of Parent or the Company provided for in the respective organizational documents of Parent and the Company in effect as of the date hereof, and shall continue to be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such 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 Persons currently in the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Parent 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 individuals who are current at any time prior to the Effective Time was a director, officer, employee, fiduciary, or former directors or officers agent of the Company in respect of actions or its Subsidiaries omissions occurring at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in unless such modification is required by applicable Laws. From and after the Company’s certificate of incorporation or bylaws (as in effect as Effective Time, Parent and the Surviving Corporation also agree, jointly and severally, to indemnify and hold harmless the present and former officers, directors, employees, fiduciaries and agents of the date Company in respect of this Agreementacts or omissions occurring prior to the Effective Time to the extent (i) and as provided in any existing indemnification agreements between the Company and said Indemnified Persons such individuals, or (ii) required by the Company Charter or the Company Bylaws, in each case as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries immediately prior to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified PersonsEffective Time. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, purchase a six-year prepaid “tail policytail” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as policy under the current policies of Company’s existing directors’ and officers’ liability insurance policy, with an effective date as of the Closing. Parent shall purchase a six-year “tail” policy under Parent’s existing directors’ and fiduciary officers’ liability insurance maintained policy, with an effective date as of the Closing. (c) The provisions of this Section 5.6 are intended to be for the benefit of, and shall be enforceable by, each of the Persons indemnified hereby, and his or her heirs and Representatives, and may not be amended, altered or repealed without the written consent of any such Person affected by such amendment, alteration or repeal. The provisions in this Section 5.6 are intended to be in addition to the rights otherwise available to the current directors, officers, employees, fiduciaries and/or agents of the Company and its Subsidiaries with respect to matters arising on by Laws, charters, bylaws or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”)agreements. (d) In the event If Parent or the Surviving Corporation or any of their respective the successors or assigns: assigns of Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent to the extent necessary, proper provision shall ensure be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.45.6. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall, or shall cause all rights the Surviving Corporation to indemnificationindemnify and hold harmless each person who is at the date hereof, advancement of expenses and exculpation was previously, or during the period from liabilities by the Company date hereof through the Effective Time will be, serving as a director or its Subsidiaries existing in favor of those Persons who are current or former directors or officers officer of the Company or its Subsidiaries at or prior to the Acceptance Time Acquired Companies (collectively, the “Indemnified Covered Persons”) for their acts against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities, penalties, amounts paid in settlement (including all interest, assessments and omissions as directors other charges paid or payable in connection with or in respect of any thereof) and officersreasonable out-of-pocket attorneys’ fees and all other reasonable out-of-pocket costs incurred in connection with any claim, employees action, suit, Proceeding or agents investigation, whether civil, criminal, administrative or investigative, arising out of the Company or its Subsidiaries pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Acquired Companies, as provided in the Company’s certificate case may be, would have been permitted under or required by Applicable Law and their respective certificates of incorporation or incorporation, bylaws (and indemnification agreements as in effect on the date of this Agreement and that have been made available to Parent (the “Indemnification Agreements”). Parent also agrees that it shall cause the Surviving Corporation to promptly advance costs and expenses (including attorneys’ fees) as incurred by each Covered Person to the fullest extent permitted under or required by Applicable Law and their respective certificates of incorporation, bylaws or equivalent or other organizational and governing documents (collectively, “Governing Documents”) and the Indemnification Agreements of the Company and its Subsidiaries in effect on the date of this Agreement upon receipt of a written undertaking by such Person or on such Person’s behalf to repay the amount paid or reimbursed only if it is ultimately determined (after exhausting all available appeals) that such Person is not permitted to be indemnified under Applicable Law or any such applicable Governing Document. Without limiting the foregoing, Parent shall cause the Surviving Corporation (i) to maintain, for a period of not less than six (6) years from the Effective Time, provisions in the Acquired Companies’ respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Covered Persons that are no less favorable to those Covered Persons than the provisions of Applicable Law and the Governing Documents of the Acquired Companies, as applicable, in each case, as of the date of this AgreementAgreement and (ii) and as provided not to amend, repeal or otherwise modify such provisions 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner respect that would adversely affect any Indemnified Personsthe rights of those Persons thereunder, in each case, except as required by Applicable Law. (b) Parent shall, for For a period of six (6) years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (Parent shall cause the Surviving Corporation to maintain in both amount and scope) providing substantially equivalent benefits as the current policies of effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the Acquired Companies’ directors’ and fiduciary officers’ liability insurance maintained by policies on terms not less favorable than the terms of such current insurance coverage; provided, however, that (i) the Company may and, if the Company does not, Parent and its Subsidiaries the Surviving Corporation shall, cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining at or prior to the Closing Date a prepaid, non‑cancelable six (6)‑year “tail” policy (containing terms not less favorable than the terms of such current insurance coverage) with respect to matters arising existing or occurring at or prior to the Effective Time and (ii) if any Proceeding is asserted or made against those Persons who are currently covered by the Acquired Companies’ directors’ and officers’ liability insurance policies on or before prior to the sixth (6th) year anniversary of the Effective Time, covering without limitation any insurance required to be maintained under this ‎‎Section 6.07 shall be continued in respect of such claim until the Contemplated Transaction (the “D&O Insurance”). (d) In the final disposition thereof; provided, further, that in no event shall Parent or the Surviving Corporation be required to expend for such policies pursuant to this sentence an aggregate or any total premium amount in excess of their respective successors or assigns: three hundred fifty percent (i350%) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are amount per annum the Company paid for such coverage in its last full fiscal year (i) intended to in which case the maximum amount of coverage with a premium under such threshold shall be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwiseobtained).

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries indemnification existing in favor of those Persons who are current or former directors or and officers of the Company or its Subsidiaries at or prior to as of the Acceptance Time date of this Agreement (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or bylaws Bylaws (as in effect as of the date of this Agreement) and ), as provided in any the Company’s Articles of Incorporation as of the date of this Agreement, pursuant to the MBCA, or in the indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement) identified in the forms listed in Part 2.10(a)(viii) 5.6 of the Company Disclosure Schedule, to shall survive the Merger and shall be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified PersonsEffective Time. (b) Parent shall, or shall cause the Surviving Corporation to, purchase a “tail” prepaid policy on the current insurance policy of the Company for a period of six years from the Closing DateEffective Time and to maintain such “tail” policy in full force and effect and to honor its respective obligations thereunder. Such “tail” policy shall provide coverage no less favorable in all material respects to that maintained by or on behalf of the Acquired Corporations on the date hereof (which policy is set forth on Part 2.19 of the Company Disclosure Schedule (the “Current Policy”) and having coverage and containing terms and conditions which in the aggregate are not less advantageous to the persons currently covered by such Current Policy as insureds with respect to claims arising from any actual or alleged wrongful act or omission occurring prior to the Effective Time (including, cause without limitation, any acts or omissions relating to the certificate approval of incorporation this Agreement and bylaws (the consummation of the Merger) for which a claim has not been made against any director or comparable organizational documentsofficer of any of the Acquired Corporations prior to the Effective Time; provided, that Parent shall have not such obligation with respect to Side A coverage for the benefit of Xxxx Xxxxxx as such coverage relates to certain litigation matters listed in Part 2.21(a) of the Surviving Corporation Company Disclosure Schedule. Notwithstanding the foregoing, in no event will Parent be obligated to pay more than 150% of the Current Premium in the aggregate for any “tail” policy, it being understood that if the premium for such insurance coverage exceeds such amount, Parent shall be obligated to obtain a “tail” policy with the greatest coverage available for a cost equal to such amount. (c) This Section 5.6 is intended for the irrevocable benefit of, and its Subsidiaries to contain grant third party rights to, the Indemnified Parties, and the provisions no less favorable with respect to indemnification, advancement of expenses and exculpation this Section 5.6 shall survive the consummation of Indemnified Persons the Merger as are presently set forth in the certificate herein and shall be binding on all successors and assigns of incorporation and bylaws of Parent, the Company and such Subsidiaries, the Surviving Corporation. Each of the Indemnified Parties (and such provisions their respective heirs and representatives) shall be entitled to enforce the covenants contained in this Section 5.6. The obligations of Parent and the Surviving Corporation under this Section 5.6 shall not be amended, repealed terminated or otherwise modified in any such a manner that would as to adversely affect any right thereunder the rights of any Person benefited by Indemnified Party under this Section 5.6 without the consent of such provisions without such person’s prior written consentaffected Indemnified Party. Parent guarantees shall cause the full and timely performance Surviving Corporation to perform all of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)5.6. (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent shall cause agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities by for acts or omissions occurring at or prior to the Company Effective Time (whether asserted or its Subsidiaries claimed prior to, at or after the Effective Time) now existing in favor of those Persons who are the current or former directors or officers of the Company Acquired Corporations and any director or its Subsidiaries at or officer of the Acquired Corporations who commences serving in such capacity following the date hereof and prior to the Acceptance Effective Time in accordance with the terms hereof under (i) any indemnification or other similar agreements of the Acquired Corporations listed in Section 6.5(a) of the Company Disclosure Schedule between the Company or any of its Subsidiaries and any of their current or former directors and officers or any indemnification or similar agreement between the Company or any of its Subsidiaries with any director or officer of the Acquired Corporations who commences serving in such capacity following the date hereof and prior to the Effective Time in accordance with the terms hereof; provided, however, that any such agreement entered into with any such Indemnified Person shall be in substantially the same form as the indemnification agreements listed in Section 6.5(a) of the Company Disclosure Schedule, and (ii) the indemnification, expense advancement and exculpation provisions in any certificate of incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause each of the Acquired Corporations to perform its obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees that it will, indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company as a director or officer of another Person (the “Indemnified Persons”) for their acts ), against all claims, losses, liabilities, damages, judgments, inquiries, fines and omissions as directors reasonable fees, costs and officersexpenses, employees including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or agents of the Company proceeding, whether civil, criminal, administrative or its Subsidiaries investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company or is or was serving at the request of the Company as provided a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Legal Requirements In the event of any such claim, action, suit or proceeding, (A) each Indemnified Person will be entitled to advancement of expenses incurred in the Companydefense of any such claim, action, suit or proceeding from the Surviving Corporation, in accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation, as in effect on the date of this Agreement; provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s certificate of incorporation or bylaws (as in effect as of the date of this Agreementor comparable organizational documents) or any such indemnification or other similar agreements to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnification; and as provided in any indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this AgreementB) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and shall reasonably cooperate in the defense of any applicable Subsidiaries such matter. Notwithstanding anything to the fullest extent permitted by Delaware law contrary set forth in this Section 6.5(a) or elsewhere in this Agreement, if an Indemnified Person is prohibited in a written Contract with any Acquired Corporation from effecting a settlement without the prior consent of such Acquired Corporation, neither the Surviving Corporation nor any of its Affiliates (including Parent) shall be liable for a period of six years from the Closing Date, any settlement effected without their prior written consent (which provisions governing such rights consent shall not be amendedunreasonably withheld, repealed, abrogated delayed or otherwise modified in any manner that would adversely affect any Indemnified Personsconditioned). (b) Parent shall, for For a period of six (6) years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to after the Effective Time, a six-year prepaid “tail policy” on terms Parent and conditions (the Surviving Corporation shall either cause to be maintained in both amount and scope) providing substantially equivalent benefits as effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company Acquired Corporations or provide substitute policies for the Acquired Corporations and its Subsidiaries their current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by the Acquired Corporations, 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 the Acquired Corporations with respect to matters claims arising from facts or events that occurred at 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 Parent or the Surviving Corporation be required to pay with respect to such insurance policies, in the aggregate for all six (6) years, an amount equal to more than 300% of the aggregate annual premium most recently paid by the Acquired Corporations prior to the date of this Agreement, which amount is set forth on Section 6.5(b) of the Company Disclosure Schedule (the “Maximum Amount”), and if the Surviving Corporation is unable to obtain the insurance required by this Section 6.5(b) it shall obtain as much comparable insurance as possible for the years within such six (6)-year period for a premium equal to the Maximum Amount. In lieu of such insurance, prior to the Closing Date the Company may, at its option, purchase a “tail” directors’ and officers’ liability insurance policy and fiduciary liability insurance policy for the Acquired Corporations and their current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by the Acquired Corporations, such tail 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 coverage currently maintained by the Acquired Corporations with respect to claims arising from facts or events that occurred at or before the Effective Time; provided that in no event shall the cost of any such tail policy exceed the Maximum Amount. Parent and the Surviving Corporation shall maintain such policies in full force and effect, covering without limitation and continue to honor the Contemplated Transaction (the “D&O Insurance”)obligations thereunder. (dc) In the event Parent or that the Surviving Corporation or any of their respective its successors or assigns: assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity Entity of such consolidation or merger merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent the Surviving Corporation shall ensure cause proper provision to be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall Corporation assume the obligations set forth in this Section 5.46.5. (ed) The provisions of this Section 4 6.5 (i) shall survive the acceptance of Shares for payment pursuant to the Offer and the consummation of the Merger and Merger; (ii) are (i) intended to be for the benefit of, and will be enforceable by, each of indemnified or insured party (including the Indemnified Persons and its respective Persons), his or her heirs, successors, assigns and heirs representatives; and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification indemnification, advancement of expenses, exculpation or contribution 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) Parent shall cause agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company for acts or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries omissions occurring at or prior to the Acceptance Effective Time (now existing in favor of the “Indemnified Persons”) for their acts present and omissions as directors and former directors, officers, and employees or agents of the Company or any of its Subsidiaries occurring prior to the Effective Time, as provided in the Company Organizational Documents or the Organizational Documents of the Company’s certificate Subsidiaries, and indemnification agreements of incorporation or bylaws (as the Company and its Subsidiaries in effect as of the date of this Agreement) hereof 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)(viiiset forth on Section 7.09(a) of the Company Disclosure Schedule, to Letter shall survive the Merger and be observed shall continue in full force and performed by effect in accordance with their terms. In furtherance of the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Dateforegoing, which provisions governing such rights Parent shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its the organizational documents of the Company’s Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses expenses, and exculpation from liabilities of Indemnified Persons as present and former directors, officers, and employees of Company and/or its Subsidiaries than are presently set forth currently provided in the certificate of incorporation Company Organizational Documents and bylaws the organizational documents of the Company and such Company’s Subsidiaries, and such which provisions shall may not be amended, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any such individuals until the later of (i) the expiration of the statute of limitations applicable to such matters and (ii) six (6) years from the Effective Time, and, in the event that any Action is pending or asserted or made during such period, until the disposition of any such Action, unless such amendment, modification or repeal is required by applicable Law. (b) Without limiting any additional rights that any Person benefited by such provisions without may have under any agreement or Company Plan, from and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless each person who is or was a current or former director or officer of the Company or any of its Subsidiaries or was serving, at the request or for the benefit of the Company or any of its Subsidiaries, as the case may be, as a director, trustee or officer of any other entity or any Company Plan (each, together with such person’s prior written consent. Parent guarantees heirs, successors, or legal representatives, an “Indemnified Party”), against all obligations to pay any threatened, asserted, pending or completed judgment, damages, settlement, losses, liabilities, or fine or penalty, interest and reasonable expenses (including legal expenses and other reasonable expenses that may be incurred by any Indemnified Party in successfully enforcing the full indemnity and timely performance other obligations provided in this Section 7.09) incurred in connection with any Action (such amounts, the “Claim Expenses,” and such claims made against any Indemnified Party, a “D&O Claim”), whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal, by reason of the obligations fact that the Indemnified Party is or was an officer or director of the Surviving Corporation Company or its Subsidiaries, or an officer, trustee or director of another entity or Company Plan if such service was at the request of the Company, whether asserted or claimed prior to, at, or after the Effective Time (including with respect to any acts, facts, events or omissions occurring in connection with the approval of this Agreement, the Merger or the consummation of any other Contemplated Transactions, including the consideration and approval thereof and the process undertaken in connection therewith), to the fullest extent provided for under applicable Law, the Company Organizational Documents, the organizational documents of the Company’s Subsidiaries and indemnification agreements of the Company and its Subsidiaries under this Section 5.4(b)Subsidiaries. (c) The Notwithstanding anything to the contrary in this Agreement, the Company shall use commercially reasonable efforts to purchasemay, prior to the Effective Time, purchase a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as policy or policies under the current policies of directors’ and officers’ liability insurance policies maintained at such time by the Company, which tail policy or policies (i) will be effective for a period from the Effective Time through and fiduciary liability insurance maintained including the date six (6) years after the Effective Time with respect to claims arising from acts, errors or omissions that existed or occurred prior to or at the Effective Time and (ii) will provide coverage and amounts that are at least as protective to such directors and officers as the coverage provided by such existing policies and contain other terms and conditions and contain other terms and conditions that are no less favorable to the covered individuals as the terms and conditions in such existing policies; provided, that the total annual premium for such tail policy or policies shall not be in excess of 300% of the last annual premium paid by the Company and its Subsidiaries with respect prior to matters arising on the Effective Time (the “Maximum Premium”). In the event the Company does not obtain such tail policy or before policies prior to the Effective Time, covering without limitation Parent or the Contemplated Transaction Surviving Corporation shall obtain such tail policy or policies, provided that the total annual premium for such tail policy or policies shall not be in excess of the Maximum Premium; and provided, further, that if such tail policy or policies cannot be obtained or can be obtained only by paying aggregate annual premiums in excess of the Maximum Premium, Parent, or the Surviving Corporation shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Maximum Premium. Parent shall cause such tail policy or policies (whether obtained by the “D&O Insurance”)Company, Parent or the Surviving Corporation) to be maintained in full force and effect for their full term, and cause all obligations thereunder to be honored by the Surviving Corporation. (d) In This Section 7.09 shall survive the event Parent consummation of the Merger and is intended to benefit, and is enforceable by, any Indemnified Party. The indemnification and advancement provided for in this Section 7.09 is not exclusive of any other rights to which the Indemnified Party is entitled whether pursuant to Law, Contract, or otherwise. If Parent, the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity of resulting from such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers all or substantially all majority of its properties and assets to any Person, then, and in each such case, Parent shall ensure make proper provision such that the respective successors and assigns of Parent or the and Surviving Corporation, as the case may be, shall Corporation assume the applicable obligations set forth in this Section 5.47.09. (e) The provisions Each of the Indemnified Parties or other Persons who are beneficiaries under the “tail” policy referred to in this Section 7.09 (and, after the death of any of the foregoing Persons, such Person’s heirs, successors, executors, administrators and representatives) are intended to be third party beneficiaries of this Section 4 shall survive the consummation 7.09, with full rights of the Merger and are (i) enforcement as if a party thereto. Nothing in this Agreement is intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 7.09 is not prior to or in substitution for, any other rights to indemnification or contribution that for any such Person may have by contract or otherwiseclaims under such policies.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing as of the Agreement Date in favor of those Persons who are current or former directors or and officers of the Company as of the Agreement Date or its Subsidiaries at or prior to have been directors and officers of the Acceptance Time Company in the past (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, including in respect of the Transactions, 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 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company (as in effect as of the Agreement Date) and such Subsidiaries, as provided in the indemnification agreements between the Company and such provisions said Indemnified Persons set forth on Section 7.4(a) of the Company Disclosure Schedule shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any Person benefited such Indemnified Persons, and shall be observed by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of Parent, the Surviving Corporation and its Subsidiaries their successors and assigns to the fullest extent available under Delaware 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 7.4(a) and the rights provided under this Section 5.4(b7.4(a) until disposition of such claim. (b) From and after the Effective Time until the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent and the Surviving Corporation (together with their successors and assigns, the “Indemnifying Parties”) shall, to the fullest extent permitted under applicable Laws and the certificate of incorporation and bylaws of the Company (as in effect as of the Agreement Date), indemnify 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 with respect to 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 applicable Laws and the certificate of incorporation and bylaws 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 7.4(b), subject to the execution by such Indemnified Persons of appropriate undertakings in favor of the Indemnifying Parties to repay such advanced costs and expenses if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 7.4(b). (c) The 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, providing coverage no less favorable to the insureds than the policy maintained by the Company shall use commercially reasonable efforts as of the Agreement Date, for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to purchasetheir acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable), including terms with respect to coverage, deductibles and amounts no less favorable than the currently existing policy, or, at or prior to the Effective Time, Parent or the Company may (through a six-year prepaid nationally recognized insurance broker approved by Parent (such approval not to be unreasonably withheld, conditioned or delayed)) purchase a six (6)-year “tail” policy for the existing policy effective as of the Effective Time and if such “tail policy” on terms and conditions has been obtained, it shall be deemed to satisfy all obligations to obtain or maintain insurance pursuant to this Section 7.4(c); provided, however, that in no event shall the Surviving Corporation be required to expend in or for any one (1) policy year an amount in both amount and scope) providing substantially equivalent benefits as excess of 250% of the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained annual premium currently payable by the Company and its Subsidiaries with respect to matters arising on or before such currently existing policy, it being understood that if the Effective Timeannual premiums payable for such insurance coverage exceeds such amount, covering without limitation Parent shall be obligated to cause the Contemplated Transaction (Surviving Corporation to obtain a policy with the “D&O Insurance”)greatest coverage available for a cost equal to such amount. (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall use commercially reasonable efforts to ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 5.47.4. (e) The provisions of this Section 4 7.4 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 of the Indemnified Persons and its respective their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. This Section 7.4 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) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities indemnification by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or and officers of the Company or its Subsidiaries at or prior to as of the Acceptance Time date of this Agreement (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate Certificate of incorporation or Incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in any the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the forms made available by the Company Disclosure Scheduleto Parent or Parent’s Representatives prior to the date of this Agreement, to shall survive the Merger and shall be observed and performed by the Surviving Corporation (and any applicable Subsidiaries Parent shall cause the Surviving Corporation to observe) to the fullest extent permitted by available under Delaware law for a period of six years from the Closing DateEffective Time, which provisions governing and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall not continue to be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Personssubject to this Section 6.5(a) and the indemnification rights provided under this Section 6.5(a) until disposition of such claim. (b) Parent shall, for a period From the Effective Time until the sixth anniversary of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (the Surviving Corporation shall maintain in both amount and scope) providing substantially equivalent benefits as effect, the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company as of the date of this Agreement (an accurate and its Subsidiaries complete copy of which has been made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement) for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to matters arising their acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable), on terms with respect to coverage, deductibles and amounts no less favorable than the existing policy (or before at or 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, covering without limitation it shall be deemed to satisfy all obligations to obtain and/or maintain insurance pursuant to this Section 6.5(b); provided, however, that in no event shall the Contemplated Transaction (Surviving Corporation be required to expend in any one year an amount in excess of 250% of the “D&O Insurance”)annual premium currently payable by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage exceeds such amount, Parent shall be obligated to cause the Surviving Corporation to obtain a policy with the greatest coverage available for a cost equal to such amount. (dc) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 5.46.5. (ed) The provisions of this Section 4 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 of the Indemnified Persons and its respective their successors, assigns and heirs. 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 and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwisewithout the prior written consent of the affected Indemnified Person.

Indemnification of Officers and Directors. (a) Parent shall cause The Parties agree that all rights to indemnification, exculpation or advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries now existing in favor of, and all limitations on the personal liability of those Persons who are current each present and former director, officer, employee, or former directors agent of SWMAC, SWWC or officers any of the Company SWWC Subsidiaries, or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents any of the Company Contributed Corix Entities provided for in their respective Organizational Documents or its Subsidiaries occurring prior to policies adopted by the Effective Timerespective Boards of Directors of Corix, as provided in the Company’s certificate of incorporation CIUS or bylaws (as SWWC in effect as of the date hereof, shall continue to be honored and in full force and effect for a period of this Agreementsix (6) years after the Closing Date; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement 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 Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries, Corix and the Contributed Corix Entities, as applicable, and, during such six (6) year period following the Closing Date, IIF Subway and Corix shall not and shall cause CIUS not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions or omissions occurring at or prior to the Closing Date, unless such modification is required by applicable Laws. From and after the Closing Date, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) in respect of acts or omissions occurring prior to the Closing Date to the extent (i) provided in any written indemnification agreements between the Company and said Indemnified Persons (as with such individuals in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger hereof or (ii) transfers all required by the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries or substantially all of its properties and assets to any Personthe Contributed Corix Entities, then, and in each such case, Parent shall ensure that case as in effect immediately prior to the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4Closing Date. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) Parent CFC covenants and agrees that it will cause each person who is an officer or director of AFC or a director of AB (an "Indemnitee") on the Closing Date to be indemnified for any costs and expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") arising out of such person's service as an officer or director of AFC or director of AB to the fullest extent to which such Indemnitee is entitled under the Articles of Incorporation and Bylaws of CFC in effect on the date hereof (except that this provision shall not be construed so as to cause CFC to violate applicable law). Without limiting the foregoing obligation, CFC agrees that all rights to indemnification, advancement limitations of expenses and exculpation from liabilities by the Company or its Subsidiaries liability existing in favor of those Persons who are current or former directors or officers an Indemnitee in the Articles of Incorporation and Bylaws of AFC as in effect on the date hereof and the laws of the Company State of South Carolina arising out of matters existing or its Subsidiaries occurring at or prior to the Acceptance Effective Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries 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 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)(viii) of the Company Disclosure Schedule, to shall survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person Mergers and shall not be the continuing or surviving corporation or entity continue in full force. CFC, upon request of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may beIndemnitee, shall assume the obligations set forth advance expenses in this Section 5.4. (e) connection with such indemnification. The provisions of this Section 4 X shall survive the consummation closing and shall be enforceable directly by each officer and director of AFC benefited by this Section X. (b) Any Indemnity wishing to claim indemnification under this Section X, upon learning of such claims or liabilities, shall promptly notify CFC thereof; provided, that the Merger and are failure so to notify shall not affect the obligations of CFC hereunder unless such failure materially increases CFC's liability hereunder. In the event of any litigation giving rise to a claim hereunder, (i) intended CFC shall have the right to be assume the defense thereof, if it so elects, and CFC shall pay all reasonable fees and expenses of counsel for the benefit ofIndemnities promptly as statements therefor are received; provided, and will however, that CFC shall be enforceable byobligated pursuant to this Section to pay for only one firm of counsel for all Indemnities in any jurisdiction for any single action, each suit or proceeding or any group of the Indemnified Persons and its respective successorsactions, assigns and heirs and suits or proceedings arising out of or related to a common body of facts, (ii) the Indemnities shall cooperate in addition tothe defense of any such matter, (iii) CFC shall not be liable for any settlement effected without its prior written consent and (iv) CFC shall have no obligation hereunder in the event a federal banking agency or a court of competent jurisdiction shall ultimately determine, and not such determination shall have become final and nonappealable, that indemnification of an Indemnity in substitution for, any other rights to indemnification or contribution that any such Person may have the manner contemplated hereby is prohibited by contract or otherwiseapplicable law.

Indemnification of Officers and Directors. (a) Parent shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries 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 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for For a period of six years from after the Closing DateEffective Time, which provisions governing such rights Parent shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement indemnify their respective current or former directors and officers and any person who becomes a director or officer of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws any of the Company Entities 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 Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified indemnification that are in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance effect as of the obligations date hereof, including any provision therein relating to advancement of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)expenses. (cb) The Company Parent shall use commercially at all times continue to maintain directors’ and officers’ liability insurance following the Effective time with such coverage limits and other terms as are deemed reasonable efforts to purchase, prior by the Parent Board. Prior to the Effective Time, Parent shall arrange for, and immediately following the Effective Time, Parent shall purchase and pay for, a six-year “tail” prepaid “tail policy” policy on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies Company’s existing policy of directors’ and officers’ liability insurance (with coverage of no less than $5,000,000 and fiduciary otherwise subject to the same terms and conditions of Parent’s directors’ and officers’ liability insurance maintained by insurance), and Parent and the Company Surviving Corporation shall maintain such “tail” policy in full force and its Subsidiaries with respect effect and continue to matters arising on honor their respective obligations thereunder. (c) The obligations under this Section 5.5 shall not be terminated, amended or before the Effective Time, covering without limitation the Contemplated Transaction 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 Insurance”tail” policy referred to in Section 5.5(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 “tail” policy referred to in Section 5.5(b) (and, after the death of any of the foregoing persons, such person’s heirs and representatives). (d) In the event Parent or that Parent, the Surviving Corporation or any of their respective Subsidiaries (or any of their respective successors or assigns: (i) consolidates shall consolidate or merge with or merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personmerger, then, and then in each such case, Parent to the extent necessary to protect the rights of the Indemnified Parties, proper provision shall ensure be made so that the continuing or surviving corporation or entity (or its successors and assigns of Parent or the Surviving Corporationassigns, as the case may be, if applicable) shall assume the obligations set forth in this Section 5.45.5. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) Parent shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Effective Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries 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 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) . Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b5.5(a). (cb) The From the Effective Time until the sixth anniversary of the date on which the Merger becomes effective, the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions as directors and officers of the Company shall use commercially reasonable efforts to purchase, occurring prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries as of the date of this Agreement in the form delivered or Made Available by the Company to Parent prior to the date of this Agreement (the “Existing D&O Policy”), to the extent that, with respect to matters arising on such Indemnified Persons, such policies are fully prepaid; provided, however, that: (i) the Surviving Corporation may substitute for the Existing D&O Policy a fully prepaid policy or before policies of comparable coverage or purchase, at the Effective TimeCompany’s expense, covering without limitation a six year “tail policy” for the Contemplated Transaction Existing D&O Policy (the “D&O InsuranceTail Policy”); and (ii) the Surviving Corporation shall not be required to pay annual premiums for the Existing D&O Policy (or for any D&O Tail Policy) in excess of 300% of the annual premiums currently paid by the Company for such insurance (the “Maximum Premium”); provided, that the Company may, at its sole option, purchase a D&O Tail Policy prior to the Closing. In the event any future annual premiums for the Existing D&O Policy (or any D&O Tail Policy) exceed the Maximum Premium, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing D&O Policy (or any D&O Tail Policy) to the amount of coverage that can be obtained for a premium equal to the Maximum Premium. (dc) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.45.5. (ed) The provisions of this Section 4 5.5 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnificationexculpation, indemnification and advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former were directors or officers of the Company or its Subsidiaries at as of or prior to the Acceptance Effective Time (the “Indemnified Persons”"INDEMNIFIED PERSONS") for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate 's Restated Certificate of incorporation Incorporation or bylaws Bylaws (as in effect as of the date of this Agreement) and as provided in any indemnification the indemnity agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement) identified shall continue in Part 2.10(a)(viii) effect after the consummation of the Company Disclosure Schedule, to Offer and survive the Merger and shall be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six five years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period Effective Time. The Certificate of six years from the Closing Date, cause the certificate of incorporation Incorporation and bylaws (or comparable organizational documents) Bylaws of the Surviving Corporation and its Subsidiaries to shall contain the provisions no less favorable with respect to indemnification, advancement of expenses indemnification and exculpation of Indemnified Persons as are presently from liability set forth in the certificate Company's Restated Certificate of incorporation Incorporation and bylaws Bylaws on the date of the Company and such Subsidiariesthis Agreement, and such which provisions shall not be amended, repealed or otherwise modified for a period of five years after the Effective Time in any manner that would adversely affect any right the rights thereunder of any Person benefited by Indemnified Party. (b) Without limiting the provisions of Section 6.7(a), during the period ending five years after the Effective Time, Parent will indemnify and hold harmless each Indemnified Party against and from any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such provisions without such person’s prior written consent. Parent guarantees the full and timely performance claim, action, suit, proceeding or investigation arises out of or pertains to (1) any action or omission or alleged action or omission in his or her capacity as a director or officer of the obligations Company or any of its subsidiaries (regardless of whether such action or omission, or alleged action or omission, occurred prior to, on or after the Closing Date) or (2) any of the Surviving Corporation and its Subsidiaries transactions contemplated by this Agreement; provided, however, that if, at any time prior to the fifth anniversary of the Effective Time, any Indemnified Party delivers to Parent a written notice asserting a claim for indemnification under this Section 5.4(b6.7(b), then the claim asserted in such notice shall survive the fifth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event of any such claim, action, suit, proceeding or investigation, (i) Parent will have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, Parent will be deemed to have waived any right to object to the Indemnified Parties' entitlement to indemnification hereunder with respect thereto), (ii) any counsel retained by the Indemnified Parties with respect to the defense thereof for any period after the Effective Time must be reasonably satisfactory to Parent, and (iii) after the Effective Time, Parent will pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received (provided that in the event that any Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted to the Surviving Corporation). The Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action unless counsel for any Indemnified Party determines in good faith that, under applicable standards of professional conduct, a conflict exists or is reasonably likely to arise on any material issue between the positions of any two or more Indemnified Parties. Notwithstanding anything to the contrary contained in this Section 6.7(b) or elsewhere in this Agreement, Parent agrees that it will not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation for which indemnification may be sought under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Parties from all liability arising out of such claim, action, suit, proceeding or investigation. (c) The Company From the Effective Time until the fifth anniversary of the Effective Time, the Surviving Corporation shall use commercially reasonable efforts maintain in effect, for the benefit of the Indemnified Persons with respect to purchase, their acts and omissions occurring prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies existing policy of directors’ ' and officers’ liability insurance and fiduciary ' liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before as of the Effective Time, covering without limitation the Contemplated Transaction date of this Agreement (the “D&O Insurance”"EXISTING POLICY"), to the extent directors' and officers' liability insurance coverage is commercially available; provided, however, that (i) the Surviving Corporation may substitute for the Existing Policy a policy or policies of equal or greater coverage, and (ii) the Surviving Corporation shall not be required to pay annual premiums for the Existing Policy (or for any substitute policies) in excess of 150% of the current premium. In the event any future annual premiums for the Existing Policy (or any substitute policies) exceeds 150% of the current premium, 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 can be obtained for a premium equal to 150% of the current premium. (d) In the event Parent or and the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any jointly and severally agree to pay all expenses, including attorneys' fees, that may be incurred by the Indemnified Parties in enforcing the indemnity and other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth provided for in this Section 5.46.7. (e) The provisions of this This Section 4 6.7 shall survive the consummation of the Merger and are (i) the Effective Time, is intended to benefit and may be for enforced by the benefit ofCompany, Parent, the Surviving Corporation and the Indemnified Parties, and will shall be enforceable by, each binding on all successors and assigns of Parent and the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwiseSurviving Corporation.

Indemnification of Officers and Directors. (a) Parent The corporation shall cause all rights indemnify any director, officer, employee or agent of the corporation who was or is a party or is threatened to indemnificationbe made a party to any threatened, advancement of expenses pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extend authorized and exculpation from liabilities permitted by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers laws of the Company State of Delaware. The corporation may purchase and maintain insurance on behalf of any person who is or its Subsidiaries at was a director, officer, employee or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents agent of the Company corporation against any liability asserted against him and incurred by him in any such capacity, or its Subsidiaries occurring prior arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the Effective Time, as provided in the Company’s certificate of incorporation or bylaws (as in effect as provisions of the date of this Agreement) and as provided in any indemnification agreements between the Company and said Indemnified Persons (as in effect as General Corporation Law of the date State of this Agreement) identified in Part 2.10(a)(viii) Delaware. The corporation's indemnity of any person who is or was a director, officer, employee or agent of the Company Disclosure Schedule, to survive the Merger corporation shall be reduced by any amounts such person may collect as indemnification under any policy of insurance purchased and be observed and performed maintained on his behalf by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law corporation. The indemnification provided for a period of six years from the Closing Date, which provisions governing such rights herein shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period deemed exclusive of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification which those indemnified may be entitled under any certificate of incorporation, agreement, vote of stockholders or contribution that disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The right of reimbursement for liabilities and expenses so imposed or incurred shall include the right to receive such reimbursement in advance of the final disposition of any such Person may have action, suit or proceeding upon the Corporation's receipt of an undertaking by contract or otherwiseon behalf of such director or officer to repay such amount if it shall be ultimately determined that he is not entitled to be indemnified by the Corporation pursuant to law or this Section 7.07. Neither the amendment nor repeal of this Section 7.07, nor the adoption of any provisions of the Certificate of Incorporation inconsistent with this Section 7.07, shall eliminate or reduce the effect of this Section 7.07 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Section 7.07 would accrue or arise, prior to such amendment, repeal or adopting of an inconsistent provision.

Indemnification of Officers and Directors. (a) Parent shall cause and Merger Sub agree that all rights to indemnification, advancement indemnification under any Contracts existing as of expenses the Effective Time between the Acquired Companies and exculpation from liabilities by the Company or its Subsidiaries existing in favor any of those Persons who are their respective current or former directors and officers and any person who becomes a director or officers officer of the Company or any of its Subsidiaries at or prior to the Acceptance Effective Time (the “Indemnified Persons”) for shall survive the Transaction and shall continue in full force and effect in accordance with their acts terms following the Effective Time. Parent shall, and omissions as directors shall cause the Surviving Company and officersits Subsidiaries to, employees or agents honor and fulfill in all respects the obligations of the Company or its Subsidiaries occurring prior to Acquired Companies under any and such indemnification Contracts with the Indemnified Persons. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of 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 any indemnification agreements between the Surviving Company and said Indemnified Persons its Subsidiaries shall (as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by Parent shall cause the Surviving Corporation Company and any applicable its Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (bto) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries to contain provisions no less favorable with respect to indemnification, exculpation and the advancement of expenses expenses, covering acts and exculpation omissions of Indemnified Persons directors and officers (and any other employees or agents who otherwise would be entitled to similar benefits thereunder pursuant to the terms thereof in effect on the date hereof), in each case in their respective capacities as are presently set forth in such, occurring at or prior to the certificate of incorporation Effective Time, to the fullest extent permitted by Applicable Law and bylaws of the Company and during such Subsidiariessix-year period, and such provisions shall not be amendedrepealed, repealed amended or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited except as required by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)applicable Law. (cb) The Prior to the Closing, the Company shall use commercially reasonable efforts to purchase, prior to obtain and fully pay for “tail” insurance policies with a claims period of at least six years from the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits Closing Date from an insurance carrier with the same or better credit rating as the Company’s current policies of insurance carrier with respect to directors’ and officers’ liability insurance in an amount and fiduciary liability insurance maintained by scope at least as favorable as the Company and its Subsidiaries Company’s existing policies with respect to matters arising existing or occurring at or prior to the Closing Date. In the event that the Company purchases such a “tail” policy prior to the Effective Time, Parent and the Surviving Company shall maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, for so long as such “tail” policy shall be maintained in full force and effect. If for any reason such “tail” policy is no longer effective or does not apply to any claim that would be covered under the Company’s directors’ and officers’ liability insurance prior to the Effective Time, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent and the Surviving Company shall maintain in effect a directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts or before omissions occurring at or prior to the Effective Time, covering without limitation each person covered by the Contemplated Transaction Company’s current directors’ and officers’ liability insurance policy, on terms with respect to the coverage and amounts that are equivalent to those of the Company’s current directors’ and officers’ liability insurance policy; provided, however, in satisfying its obligations under this Section 7.06(b), Parent and the Surviving Company shall not be obligated to pay annual premiums in excess of 250% of the amount paid by the Company for coverage for its last full fiscal year (such 250% amount, the “D&O InsuranceMaximum Annual Premium”) (which premiums the Company represents and warrants to be as set forth in Section 7.06(b) of the Company Disclosure Letter), provided that if the annual premiums of such insurance coverage exceed such amount, Parent and the Surviving Company shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. (dc) In the event If Parent or the Surviving Corporation Company or any of their respective its successors or assigns: assigns shall (i) consolidates consolidate with or merges merge into any other Person and shall not be the continuing or surviving corporation Surviving Company or entity of such consolidation or merger merger, or (ii) transfers transfer all or substantially all of its properties and assets to any Person, then, and in each such case, Parent proper provisions shall ensure be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, Company shall assume all of the obligations of Parent and the Surviving Company set forth in this Section 7.06. (d) The obligations set forth in this Section 5.4. 7.06 shall not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Person (eor any other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 7.06(b) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 7.06(b) (and their heirs and representatives). The provisions of this Section 4 7.06 shall survive the consummation of the Merger Closing and are (i) intended to be for the benefit of, and will be enforceable by, each Indemnified Person of the Indemnified Persons Company and its respective successors, assigns and his or her heirs and (ii) in addition topersonal representatives with full rights of enforcement as if a party hereto, and not nothing in substitution for, this Agreement shall affect any other indemnification rights to indemnification or contribution that any such Person current director or officer and his or her heirs and personal representatives may have by under the certificate of incorporation or bylaws of the Company or any contract or otherwiseApplicable Law.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities indemnification by the Company or its Subsidiaries existing in favor of those Persons each individual who are current is an officer or former directors or officers director of the Company or its Subsidiaries at or prior to as of the Acceptance Time date of this Agreement, other than individuals who are Specified Individuals (the each such individual who is not a Specified Individual, an “Indemnified PersonsRepresentative”) ), for their such Indemnified Representative’s acts and omissions as directors and officersa director, employees officer, employee or agents agent of the Company occurring at or its Subsidiaries 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 or as provided in any indemnification agreements the Indemnification Contract between the Company and said such Indemnified Persons Representative (as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the form disclosed by the Company Disclosure Scheduleto Parent prior to the date of this Agreement, to shall survive the Merger and be observed shall continue in full force and performed by the Surviving Corporation and any applicable Subsidiaries effect (to the fullest extent permitted by such rights to indemnification are available under and are consistent with Delaware law for a period and the law of six years from the Closing Date, jurisdiction in which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified PersonsRepresentative is employed by the applicable Acquired Corporation). (b) Parent shallAll rights to indemnification by the Company existing in favor of each Specified Individual for his acts and omissions as a director, for a period of six years from the Closing Dateofficer, cause the certificate of incorporation and bylaws (employee or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws agent of the Company and such Subsidiaries, and such provisions shall not be amended, repealed occurring at or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms as provided in the Company’s bylaws (as in effect as of the date of this Agreement) or as provided in the Indemnification Contract between the Company and conditions such Specified Individual (as in both amount and scopeeffect as of the date of this Agreement) providing substantially equivalent benefits as in the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained form disclosed by the Company to Parent prior to the date of this Agreement, shall survive the Merger and its Subsidiaries shall continue in full force and effect (to the fullest extent such rights to indemnification are available under and are consistent with respect Delaware law and the law of the jurisdiction in which such Specified Individual is employed by the applicable Acquired Corporation); provided, however, that in no event shall any Specified Individual be entitled to matters arising on any indemnification, reimbursement or before recovery that such Specified Individual has agreed to forgo or to which such Specified Individual has otherwise agreed he is not entitled pursuant to the terms of the Settlement Agreement. (c) From the Effective Time until the sixth anniversary of the Effective Time, covering without limitation Parent shall, or shall cause the Contemplated Transaction Surviving Corporation to, maintain in effect, for the benefit of the Indemnified Representatives and the Specified Individuals who are officers or directors of the Company as of the date of this Agreement with respect to their acts and omissions as directors and officers of the Company occurring prior to the Effective Time, the Existing D&O Policies; provided, however, that (i) Parent or the Surviving Corporation may substitute for the Existing D&O Policies a policy or policies containing terms not less advantageous to the Indemnified Representatives and such Specified Individuals, and (ii) neither Parent nor the Surviving Corporation shall 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) $740,000 or (B) an amount equal to 200% of the annual premiums paid for the Existing D&O Policies for the most recent policy year prior to the Effective Time (the lesser of such amounts being referred to as the “D&O InsuranceMaximum Premium”). In the event any future annual premiums for the Existing D&O Policies (or any substitute policies) exceed the Maximum Premium in the aggregate, Parent and the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing D&O Policies (or any substitute policies) to as much coverage as can be obtained for a premium equal to the Maximum Premium. The provisions of this Section 5.6(c) shall be deemed to have been satisfied if Parent or the Surviving Corporation obtains prepaid policies that provide the Indemnified Representatives and such Specified Individuals with coverage not less advantageous to them than the Existing D&O Policies for an aggregate period of six years with respect to their acts and omissions as officers and directors of the Company occurring prior to the Effective Time. (d) In the event Parent or shall cause the Surviving Corporation to fulfill its obligations under Sections 5.6(a) through 5.6(c) above. Parent shall not permit the Surviving Corporation to merge into or any of their respective successors or assigns: (i) consolidates consolidate with or merges into any other Person and shall not be unless the continuing resulting or surviving corporation entity assumes (by operation of law or entity of such consolidation or merger or (iiotherwise) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in imposed by this Section 5.45.6. (e) The provisions of this Section 4 At the Closing, Parent shall survive the consummation of the Merger execute and are (i) intended to be for the benefit ofdeliver, and will be enforceable byshall cause the Company to execute and deliver, to each Indemnified Representative who has executed a Release of Claims in the Indemnified Persons form of Exhibit D in favor of Parent and its respective successorsthe Company, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any a counterpart of such Person may have by contract or otherwiseRelease of Claims.

Indemnification of Officers and Directors. (a) For a period of six (6) years from the Effective Time, Parent shall cause agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities by for acts or omissions occurring at or prior to the Company Effective Time (whether asserted or its Subsidiaries claimed prior to, at or after the Effective Time) now existing in favor of those Persons who are the current or former directors or officers of any Acquired Company and any indemnification or other similar agreements of any Acquired Company, in each case as in effect on the Company or its Subsidiaries date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Acquired Companies to perform their obligations thereunder. Without limiting the foregoing, during the period commencing at or prior to the Acceptance Effective Time (and ending on the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents sixth anniversary of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in Parent and the CompanySurviving Corporation shall and shall cause the Surviving Corporation’s certificate of incorporation or bylaws (as in effect Subsidiaries to agree that they will, indemnify and hold harmless each individual who is as of the date of this Agreement) and as provided in , or who becomes prior to the Effective Time, a director or officer of any indemnification agreements between the Acquired Company and said Indemnified Persons (as in effect or who is as of the date of this Agreement) identified , or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Company as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in Part 2.10(a)(viii) connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of any Acquired Company Disclosure Scheduleor is or was serving at the request of any Acquired Company as a director or officer of another Person, to survive whether asserted or claimed prior to, at or after the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries Effective Time, to the fullest extent permitted by Delaware law for a period under applicable Legal Requirements. In the event of six years any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from Parent, the Closing DateSurviving Corporation or its Subsidiaries, which provisions governing such rights shall not be amendedas applicable, repealedin accordance with the organizational documents and any indemnification or other similar agreements of the Surviving Corporation or its Subsidiaries, abrogated or otherwise modified as applicable, as in any manner effect on the date of this Agreement; provided that would adversely affect any Indemnified Persons. (b) Parent shallPerson to whom expenses are advanced provides an undertaking, for a period if and only to the extent required by the DGCL or the Surviving Corporation’s or any of six years from the Closing Date, cause the its Subsidiaries’ certificate of incorporation and or bylaws (or comparable organizational documents) of or any such indemnification or other similar agreements, as applicable, to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnification and (y) Parent, the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnificationSubsidiaries, advancement of expenses and exculpation of Indemnified Persons as are presently set forth applicable, shall reasonably cooperate in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder defense of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)matter. (cb) The Company shall use commercially reasonable efforts to purchase, prior to For a period of six (6) years from and after the Effective Time, a six-year prepaid “tail policy” on terms Parent and conditions (the Surviving Corporation shall either cause to be maintained in both amount and scope) providing substantially equivalent benefits as effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company Acquired Companies or provide substitute policies for the Acquired Companies and its Subsidiaries their current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by 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 the Acquired Companies with respect to matters claims arising on from facts or events that occurred at 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 Parent or the Surviving Corporation be required to pay with respect to such insurance policies an annual premium greater 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 Corporation is unable to obtain the insurance required by this Section 6.5(b) it shall obtain as much comparable insurance as possible for the years within such six (6)-year period for a premium equal to the Maximum Amount. In lieu of such insurance, prior to the Closing Date the Company may, purchase a “tail” directors’ and officers’ liability insurance policy and fiduciary liability insurance policy for the Acquired Companies and their current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by the Acquired Companies, such tail 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 coverage currently maintained by the Acquired Companies with respect to claims arising from facts or events that occurred at or before the Effective Time; provided that in no event shall the cost of any such tail policy exceed the Maximum Amount. Parent and the Surviving Corporation shall maintain such policies in full force and effect, covering without limitation and continue to honor the Contemplated Transaction (the “D&O Insurance”)obligations thereunder. (dc) In the event Parent or the Surviving Corporation that any Acquired Company or any of their respective its successors or assigns: assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent the Acquired Company, as applicable, shall ensure cause proper provision to be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall such Acquired Company assume the obligations set forth in this Section 5.46.5. (ed) The provisions of this Section 4 6.5 (i) shall survive the acceptance of Shares for payment pursuant to the Offer and the consummation of the Merger and (ii) are (i) intended to be for the benefit of, and will be enforceable by, each of indemnified or insured party (including the Indemnified Persons and its respective Persons), his or her heirs, successors, assigns and heirs representatives, and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification indemnification, advancement of expenses, exculpation or contribution 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) Parent The Surviving Corporation shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Effective Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries 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 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed continue in full force and performed by the Surviving Corporation and any applicable Subsidiaries effect in accordance with their terms to the fullest extent permitted by Delaware law for law. For a period of six (6) years from the Closing Date, which provisions governing such rights the Surviving Corporation shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons current or former directors and officers as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (cb) The Prior to Closing, the Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, purchase a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of for directors’ and officers’ liability insurance and fiduciary liability insurance maintained by coverages in the amounts set forth on Part 5.4(b) of the Company and its Subsidiaries Disclosure Schedule for a period of six (6) years following the Effective Time with respect to matters arising on or before the Effective Time; provided, covering without limitation however, that the Contemplated Transaction (the cost for such “D&O Insurance”)tail policy” shall not exceed $1,000,000. (dc) In the event Parent or the Surviving Corporation or any of their its respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent the Surviving Corporation shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, Corporation shall assume the obligations set forth in this Section 5.4. (ed) The provisions of this Section 4 5.4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective their successors, assigns and heirs and may not be amended without their prior written consent and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) After the Effective Time, Parent shall, and shall cause all rights the Surviving Corporation to, indemnify, advance expenses to indemnification, advancement and hold harmless (i) the individuals who on or prior to the Effective Time were officers or directors of expenses and exculpation from liabilities by the Company and its Subsidiaries, and (ii) the individuals set forth in Section 8.03(a) of the Company Disclosure Schedule who were serving at the Company’s request as an officer or its Subsidiaries existing director of any other Person, with respect to all acts or omissions by them in favor their capacities as such or taken at the request of those Persons who are current or former directors or officers any of the Company or its Subsidiaries at or any time prior to the Acceptance Effective Time (to the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of fullest extent that the Company or its Subsidiaries the Subsidiary for which they were acting in such capacity would have been permitted to indemnify, advance expenses to and hold harmless such individuals by Applicable Law. (b) Parent and Acquisition Sub agree that all rights to exculpation or advancement of expenses or indemnification for acts or omissions occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or bylaws (as in effect Time existing as of the date of this Agreement) Agreement in favor of the current and former directors and officers of the Company and its Subsidiaries or any of their predecessors and the heirs, executors, trustees, fiduciaries and administrators of such officer or director (each, a “D&O Indemnitee”), as provided in any indemnification agreements between the Company and said Indemnified Persons certificates of incorporation or bylaws (as in effect as of the date of this Agreement) identified in Part 2.10(a)(viiior comparable organizational or governing documents) of the Company Disclosure Scheduleand its Subsidiaries or in any Contract, in each case as applicable to a D&O Indemnitee, shall survive the Offer and the Merger and be observed shall continue in full force and performed by effect in accordance with their terms. After the Effective Time, Parent shall, and shall cause the Surviving Corporation and any applicable its Subsidiaries to, fulfill and honor such obligations to the fullest maximum extent that the Company or its Subsidiary would have been permitted to fulfill and honor them by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shallApplicable Law. In addition, for a period of six years from following the Closing DateEffective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, cause the certificate of incorporation and bylaws (or comparable organizational or governing documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification and exculpation that are at least as favorable as the indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth provisions contained in the certificate of incorporation and bylaws (or comparable organizational or governing documents) of the Company and such Subsidiariesits Subsidiaries immediately prior to the Effective Time, and during such provisions six-year period, such provisions, as applicable to a D&O Indemnitee, shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited respect, except as required by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)Applicable Law. (c) The Prior to the Effective Time, the Company shall use commercially reasonable efforts obtain and fully pay the premiums for a non-cancellable extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, the “D&O Insurance”), in each case for a claims reporting or discovery period of up to purchasesix years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from the Company’s current D&O Insurance carriers or one or more insurance carriers with the same or better credit rating as the Company’s current D&O Insurance carriers with respect to directors’ and officers’ insurance policies in an amount and scope at least as favorable as the D&O Insurance; provided, however, that in no event shall the Company pay aggregate premiums for such “tail” insurance policies in excess of the amount set forth in Section 8.03(c) of the Company Disclosure Schedule; provided further, that if the aggregate premiums payable for such “tail” insurance policies exceed such amount, the Company shall obtain “tail” insurance policies with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a six-year prepaid “tail policy” on terms cost not exceeding such amount. (d) The provisions of this Section 8.03 shall survive the Closing and conditions are intended to be for the benefit of, and enforceable by, each D&O Indemnitee, and nothing in this Agreement shall affect any indemnification rights that any such D&O Indemnitee may have under the certificate of incorporation or bylaws (in both amount and scopeor comparable organizational or governing documents) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect or any Contract, in each case as applicable to matters arising on a D&O Indemnitee, or before Applicable Law. Notwithstanding anything in this Agreement to the Effective Timecontrary, covering the obligations under this Section 8.03 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee without limitation the Contemplated Transaction (the “consent of such D&O Insurance”)Indemnitee. (de) The rights of each D&O Indemnitee under this Section 8.03 shall be in addition to any rights such person may have under the certificate of incorporation or bylaws (or comparable organizational or governing documents) of any of the Company or its Subsidiaries, the Surviving Corporation or any of its Subsidiaries, or under any Applicable Law or under any Contract of any D&O Indemnitee with any of the Company or its Subsidiaries. (f) In the event Parent or that the Company, the Surviving Corporation or any of their Subsidiaries (or any of their respective successors or assigns: (i) consolidates shall consolidate or merge with or 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) transfers all or substantially all of its properties and assets to any other Person, then, and then in each such case, Parent case proper provision shall ensure be made so that the continuing or surviving corporation or entity (or its successors and assigns or assigns, if applicable), or transferee of Parent or the Surviving Corporationsuch assets, as the case may be, shall assume the obligations set forth in this Section 5.48.03. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, Parent shall, or shall cause all rights to indemnificationthe Surviving Company to, advancement maintain officers’ and directors’ liability insurance in respect of expenses and exculpation from liabilities by the Company acts or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at omissions occurring on or prior to the Acceptance 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 6.3(a), neither Parent nor the Surviving Company shall be obligated to pay annual premiums in excess of 250% of the amount per policy period the Company paid in its last full fiscal year prior to the date hereof (the “Indemnified PersonsCurrent Premium”) and if such premiums for their acts and omissions as directors and officers, employees or agents such insurance would at any time exceed 250% of the Current Premium, then the Surviving Company shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance that, in the Surviving Company’s and Parent’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” or its Subsidiaries occurring “runoff” policies 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) which policies provide such directors 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law officers with coverage for a an aggregate period of six (6) years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed claims arising from acts or otherwise modified in any manner omissions that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising occurred on or before the Effective Time, covering including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 250% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company 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 Company 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, expenses (including reasonable fees and expenses of legal counsel, which shall be advanced as they are incurred, provided that the Indemnified Party shall have made an undertaking, if required by Applicable Law, to repay such expenses if it is ultimately determined that such Indemnified Party was not entitled to indemnification under this Section 6.3(b)), judgments, fines, penalties, taxes or 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, formal or informal, 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) (a “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 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 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 Proceeding is brought or threatened and at, or at any time prior to, the Effective Time (including any Proceeding relating in whole or in part to the transactions contemplated by this Agreement or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnified 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 hereof; and (y) any indemnification provision (including advancement of expenses) and any exculpation provision set forth in the articles of organization, bylaws or resolutions of the Company as in effect on the date hereof. Parent’s and the Surviving Company’s obligations under the foregoing clauses (i) and (ii) shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification, exculpation and advancement of expenses in respect of any claim threatened, asserted or made within such period shall continue until the final disposition of such claim. If Parent or the Surviving Company fails to comply with its obligations in this Section 6.3(b) and an Indemnified Party makes demand or commences a suit which results in a determination that the Parent or the Surviving Company failed to comply with such obligation, Parent shall pay such Indemnified Party its costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such demand or suit, together with interest thereon at the rate of interest per annum equal to the prime lending rate as published in the Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment. (c) In furtherance of and without limitation limiting the Contemplated Transaction (foregoing, the “D&O Insurance”)Company shall indemnify and advance expenses to, and Parent shall cause the Company to indemnify and advance expenses to, the Independent Directors in connection with their service as directors of the Company for any period following the Acceptance Time and prior to the Effective Time to the fullest extent permitted by Applicable Law and in accordance with the provisions of this Section 6.3. (d) In the event Parent or If Parent, the Surviving Corporation Company or any of their respective its successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent case proper provision shall ensure be made so that the successors and assigns of Parent or the Surviving CorporationCompany, as the case may be, shall assume the obligations set forth in this Section 5.46.3. (e) The provisions of this Section 4 shall survive the consummation of the Merger and 6.3 are (i) intended to be for the benefit of, and will shall be enforceable by, each of the Indemnified Persons Party, his or her heirs and its respective successors, assigns and heirs his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person individual may have under any articles of organization or bylaws, by contract or otherwise. The obligations of Parent and the Surviving Company under this Section 6.3 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Party to whom this Section 6.3 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 6.3 applies shall be third-party beneficiaries of this Section 6.3).

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities indemnification by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or and officers of the Company or its Subsidiaries at or prior to as of the Acceptance Time date of this Agreement (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate Certificate of incorporation or Incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in any the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 6.6(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the forms made available by the Company Disclosure Scheduleto Parent or Parent’s Representatives prior to the date of this Agreement, to shall survive the Merger and shall be observed and performed by the Surviving Corporation and any applicable its Subsidiaries to the fullest extent permitted by available under Delaware law for a period of six years from the Closing DateEffective Time, which provisions governing and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall not continue to be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Personssubject to this Section 6.6(a) and the indemnification rights provided under this Section 6.6(a) until disposition of such claim. (b) Parent shall, for a period From the Effective Time until the sixth anniversary of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (the Surviving Corporation shall maintain in both amount and scope) providing substantially equivalent benefits as effect, the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company as of the date of this Agreement (an accurate and its Subsidiaries complete copy of which has been made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement) for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to matters arising on or before their acts and omissions occurring prior to the Effective TimeTime in their capacities as directors and officers of the Company (as applicable), covering without limitation on terms with respect to coverage, deductibles and amounts no less favorable than the Contemplated Transaction existing policy (or at or 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 “D&O Insurance”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 6.6(b)); provided, however, that in no event shall the Acquired Corporations expend, or shall the Surviving Corporation be required to expend, an aggregate amount in excess of 300% of the annual premium currently payable by the Company with respect to such current policy, it being understood that if the total premiums payable for such 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. (dc) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 5.46.6. (ed) The provisions of this Section 4 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 of the Indemnified Persons and its respective their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. Unless required by applicable Legal Requirement, this Section 6.6 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) Parent shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries 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 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for For a period of six (6) years from after the Closing DateClosing, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period the Constituent Documents of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) each of the Surviving Corporation and its Subsidiaries to Conveyed Companies shall contain provisions no less favorable with respect to indemnification, advancement indemnification of expenses and exculpation of Indemnified Conveyed Company Covered Persons in their respective capacities as such than are presently set forth in such documents immediately prior to the certificate of incorporation and bylaws of the Company and such Subsidiariesdate hereof, and such which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing in any manner that would adversely affect any right the rights thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, individuals who at or prior to the Effective TimeClosing were present or former individual managers, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as members, directors, officers, employees or, to the current policies of extent covered by Seller’s directors’ and officers’ liability insurance insurance, agents of the Conveyed Companies and, in each of the foregoing cases, who is a natural person (each, together with such Persons heirs, executors or administrators, a “Conveyed Company Covered Person”) relating to service in such capacities prior to the Closing. At or prior to the Closing, Purchaser shall obtain directors’ and officers’ liability, employment practices liability and fiduciary liability insurance maintained by coverage for all Conveyed Entity Covered Persons that covers on a primary basis acts or omissions occurring prior to the Company and its Subsidiaries Closing (including, with respect to matters arising on acts or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates omissions occurring in connection with or merges into any other Person this Agreement and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (e) The provisions of this Section 4 shall survive the consummation of the Merger transactions contemplated hereby) with a coverage limit of $20 million and other terms (including coverage period, retention or deductible amounts) as are (i) intended reasonably acceptable to be for the benefit of, and will be enforceable by, each Seller. One-half of the Indemnified Persons and its respective successorscost of any premiums for such policy shall be treated as a transaction expense payable by the Seller. For the avoidance of doubt, assigns and heirs and (ii) any such prepaid insurance shall not be included as a current asset for purposes of calculating the Final Closing Working Capital. The rights of each Conveyed Company Covered Person hereunder shall be in addition to, and not in substitution forlimitation of, any other rights to indemnification or contribution that any such Conveyed Company Covered Person may have by contract under the Constituent Documents of each of the Conveyed Companies, any other indemnification arrangement (unless such indemnification arrangement materially increases such Person’s rights to indemnification beyond such Person’s rights pursuant to such Constituent Documents and is not set forth on Schedule 5.12 of the Seller Disclosure Letter), applicable Laws or otherwise. The provisions of this Section 5.12 shall survive the consummation of the transactions contemplated hereby and are expressly intended to benefit each Conveyed Company Covered Person. This Section 5.12 shall in no event limit Purchaser’s or the other Purchaser Indemnitees’ rights, or Seller’s obligations, under Section 7.6 or Article VIII, and indemnification amounts paid or advanced by Purchaser or its Affiliates to Conveyed Company Covered Persons may be Losses for purposes thereof.

Indemnification of Officers and Directors. (a) For a period of six (6) years from and after the Closing Date, Parent shall cause all rights and the Surviving Corporation agree to indemnification, indemnify (including advancement of expenses expenses) and exculpation from liabilities hold harmless all past and present officers and directors of the Company to the same extent such persons are indemnified by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries 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 any Agreement pursuant to the Company’s Certificate of Incorporation or Bylaws, 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)(viii) of on the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any Schedule or under applicable Subsidiaries Law for acts or omissions which occurred at or prior to the fullest extent permitted by Delaware law for a period Effective Time. The Certificate of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation Incorporation and bylaws (or comparable organizational documents) Bylaws of the Surviving Corporation and its Subsidiaries to shall contain provisions no less favorable with respect to indemnification, advancement of expenses indemnification and exculpation of Indemnified Persons that are at least as are presently set forth in favorable to the certificate of incorporation past and bylaws present officers and directors of the Company as those provisions contained in the Company’s Certificate of Incorporation and such SubsidiariesBylaws 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 any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance rights of the obligations past and present officers and directors of the Surviving Corporation and Company (unless such modification is required by applicable Law). This indemnification shall not apply to any claim or action by any such officer or director brought against the Company or any of its Subsidiaries under predecessors, successors, assigns, officers, directors, stockholders, employees or agents in response to or in connection with any claim brought by a Parent Indemnified Person (as defined below) pursuant to Article IX of this Section 5.4(b)Agreement. The Company hereby represents to Parent that no claim for indemnification has been made by any director or officer of the Company and, to the knowledge of the Company, no basis exists for any such claim for indemnification. (cb) The Company shall use commercially reasonable efforts to purchaseIf Parent, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent or the Surviving Corporation or any of their respective its successors or assigns: assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, Parent to the extent necessary, proper provision shall ensure be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.46.10. (ec) The provisions of this Section 4 shall survive the consummation of the Merger and 6.10 are (i) intended to be for the benefit of, and will shall be enforceable by, each all past and present officers and directors of the Indemnified Persons Company and its respective successors, assigns and his or her heirs and (ii) representatives. The rights of all past and present officers and directors of the Company under this Section 6.10 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person person may have by contract contract, applicable Law or otherwise.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries indemnification existing in favor of those Persons who have been or are current or former directors or and officers of the any Acquired Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s or applicable Acquired Company’s certificate of incorporation or bylaws (as in effect as of the date of this Agreement) and as provided in any indemnification agreements between the an Acquired Company and said such Indemnified Persons (as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure ScheduleMade Available to Parent, to shall survive the Merger and be observed shall continue in full force and performed by the Surviving Corporation and any applicable Subsidiaries effect (to the fullest extent permitted by such rights to indemnification are available under and consistent with Delaware law law) for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified PersonsEffective Time. (b) Parent shallFrom the Effective Time until the sixth anniversary of the Effective Time, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable shall maintain in effect, for the benefit of the Indemnified Persons with respect to indemnification, advancement of expenses their acts and exculpation of Indemnified Persons omissions as are presently set forth in the certificate of incorporation directors and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, officers occurring prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies existing policy of directors’ and officers’ liability insurance and fiduciary 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”), to the extent that such directors’ and its Subsidiaries with respect officers’ liability insurance coverage is available on commercially reasonable terms; 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 matters arising on pay annual premiums for the Existing D&O Policy (or before 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 as disclosed in Part 2.16 of the Company Disclosure Schedule (the “Maximum Premium”). If any 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 coverage that can be obtained for a premium equal to the Maximum Premium. Prior to the Effective Time, covering the Company may purchase a pre-paid, non-cancellable “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 than the terms and conditions of the Existing D&O Policy; provided, however, that the Company shall not, without limitation the Contemplated Transaction (prior written consent of Parent, expend an amount for such tail policy in excess of the Maximum Premium. If such “D&O Insurance”). (d) In the event Parent or tail” policy is purchased, the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, thenshall, and in each such case, Parent shall ensure that the successors and assigns of Parent or cause the Surviving CorporationCorporation to, as maintain such “tail” policy in full force and effect and continue its obligations thereunder, in lieu of all other obligations of the case may be, shall assume Surviving Corporation under the obligations set forth in this Section 5.4. (e) The provisions first sentence of this Section 4 5.7(b) for so long as such “tail” policy shall survive the consummation of the Merger be maintained in full force and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwiseeffect.

Indemnification of Officers and Directors. (a) Parent shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries 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 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) . Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b5.4(a). (cb) The From the Acceptance Time until the sixth anniversary of the date on which the Merger becomes effective, the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions as directors and officers of the Company shall use commercially reasonable efforts to purchase, occurring prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries as of the date of this Agreement in the form delivered or Made Available by the Company to Parent prior to the date of this Agreement (the “Existing D&O Policy”), to the extent that, with respect to matters arising on such Indemnified Persons, such policies are fully prepaid; provided, however, that: (i) the Surviving Corporation may substitute for the Existing D&O Policy a fully prepaid policy or before policies of comparable coverage or purchase, at the Effective TimeCompany’s expense, covering without limitation a six year “tail policy” for the Contemplated Transaction Existing D&O Policy (the “D&O InsuranceTail Policy”); and (ii) the Surviving Corporation shall not be required to pay annual premiums for the Existing D&O Policy (or for any D&O Tail Policy) in excess of 300% of the annual premiums currently paid by the Company for such insurance (the “Maximum Premium”); provided, that the Company may, at its sole option, purchase a D&O Tail Policy prior to the Acceptance Time. In the event any future annual premiums for the Existing D&O Policy (or any D&O Tail Policy) exceed the Maximum Premium, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing D&O Policy (or any D&O Tail Policy) to the amount of coverage that can be obtained for a premium equal to the Maximum Premium. (dc) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (ed) The provisions of this Section 4 5.4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) The Surviving Corporation and its Subsidiaries shall, and Parent shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all rights to indemnification, advancement respects the obligations of expenses and exculpation from liabilities by the Company or its Subsidiaries existing and each Company Subsidiary in favor of those Persons who are former or current or former directors or and officers of the Company or its Subsidiaries at a Company Subsidiary as of the date of this Agreement and any Person who becomes a director or officer of the Company or a Company Subsidiary prior to the Acceptance Effective Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries officers occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or bylaws of the Company or of a Company Subsidiary (as in effect as of the date of this Agreement or, with respect to any Person who becomes a director or officer of the Company or a Company Subsidiary, as of the Effective Time, to the extent such agreement is substantially the same as the indemnification agreements in effect as of the date of this Agreement) and as provided in any indemnification agreements between the Company or a Company Subsidiary and said Indemnified Persons (as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure ScheduleMade Available to Parent, to which obligations shall survive the Merger and be observed shall continue in full force and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law effect for a period of six years from the Closing Date, which provisions governing such rights Effective Time and shall not be amended, repealed, abrogated terminated or otherwise modified in any such a manner that would as to adversely affect any Indemnified PersonsPerson to whom this Section 6.4 applies without the consent of such affected Indemnified Person. It is expressly agreed that the Indemnified Persons to whom this Section 6.4 applies shall be third party beneficiaries of this Section 6.4, each of whom may enforce the provisions of this Section 6.4. (b) Parent shallFrom the Effective Time until the sixth anniversary of the Effective Time, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation shall, and its Subsidiaries to contain provisions no less favorable Parent shall cause the Surviving Corporation to, maintain in effect, for the benefit of the Indemnified Persons with respect to indemnification, advancement of expenses their acts and exculpation of Indemnified Persons omissions as are presently set forth in the certificate of incorporation directors and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed officers occurring at or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries 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”), covering each Person covered by the Existing D&O Policy, on terms with respect to matters arising on the coverage and amounts that are equivalent to those of the Existing D&O Policy; provided, however, that: (i) the Surviving Corporation may substitute for the Existing D&O Policy a policy or before policies of comparable coverage; and (ii) the Surviving Corporation shall not be required to pay annual premiums for the Existing D&O Policy in excess of the dollar amount set forth in Part 6.4(b) of the Disclosure Schedule (the “Maximum Premium”). In the event any future annual premiums for the Existing D&O Policy exceed the Maximum Premium, the Surviving Corporation shall be obligated to, and Parent shall be obligated to cause the Surviving Corporation to, obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. Prior to the Effective Time, covering notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a pre-paid, non-cancellable “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 than the terms and conditions of the Existing D&O Policy; provided, however, that the Company shall not, without limitation the Contemplated Transaction (prior written consent of Parent, expend an amount for such tail policy in excess of the Maximum Premium. If such “D&O Insurance”)tail” policy is purchased, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of the Surviving Corporation under the first sentence of this Section 6.4(b) for so long as such “tail” policy shall be maintained in full force and effect. (dc) In the event Parent or If Parent, the Surviving Corporation or any of their respective its successors or assigns: (i) consolidates with or merges into with any other Person and that shall not be the continuing or the surviving corporation or entity of such consolidation or merger merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent to the extent necessary, proper provision shall ensure be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.46.4. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Effective Time (the “Company Indemnified Persons”) for their acts and omissions as directors and directors, officers, employees or agents of the Company or its Subsidiaries 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 any indemnification agreements between the Company and said Company Indemnified Persons (as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule), to shall survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware applicable law for a period of six years from the Closing Date, date on which provisions governing such rights the Merger becomes effective. Parent shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as current and former directors and officers of the Company and its Subsidiaries than are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b6.5(a). (cb) The Company shall use commercially reasonable efforts to purchase, At or prior to the Effective Acceptance Time, the Company shall purchase a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance “tail policy” with a claims period of six years from the Acceptance Time, and on terms and conditions no less favorable to the Company Indemnified Parties than those in effect under the Company Existing D&O Policy in effect on the date hereof, for the benefit of the Company Indemnified Persons with respect to their acts and omissions as directors, officers, employees and agents of the Company or its Subsidiaries occurring prior to the Effective Time. If such “tail policy” is not obtained then from the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation shall maintain in effect, for the benefit of the Company Indemnified Persons with respect to their acts and omissions as directors, officers, employees or agents of the Company or any of its Subsidiaries occurring at or prior to the Effective Time, the existing policy of directors’ and officers’ and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect as of the date of this Agreement in the form delivered or Made Available by the Company to matters arising on or before Parent prior to the Effective Time, covering without limitation the Contemplated Transaction date of this Agreement (the “Company Existing D&O InsurancePolicy”), 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 $1.05 million (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 premium equal to the Company Maximum Premium. (c) Parent shall pay (as incurred) all expenses, including reasonable fees and expenses of counsel, which any Company Indemnified Person may incur in enforcing the indemnification and other obligations provided for in this Section 6.5. (d) This Section 6.5 is intended to be (i) for the benefit of, and shall be enforceable by, the Company Indemnified Persons, their heirs and personal representatives and shall be binding on Parent, the Surviving Corporation and their successors and assigns, (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any Company Indemnified Person may have by contract or otherwise, including indemnification agreements that the Company has entered into with any of its directors or officers and (iii) may not be amended, altered or repealed after the Acceptance Time without the prior written consent of the affected Company Indemnified Person (provided that such amendment, alteration or repeal prior to the Acceptance Time shall be governed by Section 9.1). In the event that Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger merger; or (ii) transfers all or substantially all of its properties and assets to any Personperson, then, and in each such case, Parent (or its successor, as applicable), shall ensure make proper provision so that the successors and assigns of Parent or the Surviving Corporation, Corporation or Parent (as the case may be, shall assume ) honor the indemnification and other obligations set forth in this Section 5.4. (e) The provisions of this 6.5. This Section 4 6.5 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwiseMerger.

Indemnification of Officers and Directors. (a) The Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Company and its Subsidiaries to), honor and fulfill in all rights to indemnification, advancement respects the obligations of expenses the Company and exculpation from liabilities by its Subsidiaries under any and all indemnification agreements between the Company or any of its Subsidiaries existing in favor and any of those Persons who are their respective current or former directors and officers identified in Part 2.10(a)(v) of the Company Disclosure Schedule and any person who becomes a director or officers officer of the Company or any of its Subsidiaries at or after the date hereof and prior to the Acceptance First Effective Time (but in the case of any person who becomes a director or officer of the Company or any of its Subsidiaries after the date hereof and prior to the First Effective Time, solely to the extent that the terms and conditions of any such indemnification agreements are no more favorable, in the aggregate, to the indemnification agreements to which similarly situated directors and officers set forth in Part 2.10(a)(v) of the Company Disclosure Schedule are a party) (each, an “Indemnified Person” and collectively, the “Indemnified Persons”) for their acts ). In addition, during the period commencing at the First Effective Time and omissions as directors and officers, employees or agents ending on the sixth anniversary of the Company or its Subsidiaries occurring prior to the First 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 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable its Subsidiaries to shall (and Parent shall cause the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (bSurviving Corporation and its Subsidiaries to) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, exculpation and the advancement of expenses, covering acts and omissions of directors and officers (and any other employees or agents who otherwise would be entitled to similar benefits thereunder pursuant to the terms thereof in effect on the date hereof), in each case in their respective capacities as such, occurring at or prior to the First Effective Time, that are at least as favorable as the indemnification, exculpation and advancement of expenses and exculpation of Indemnified Persons as are presently set forth provisions contained in the certificate of incorporation and bylaws (or other similar organizational documents) of the Company and such Subsidiariesits Subsidiaries as of the date hereof, and during such six-year period, such provisions shall not be amendedrepealed, repealed amended or otherwise modified in any manner that would adversely affect any right affects their rights thereunder of any Person benefited except as required by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)applicable Legal Requirements. (cb) The Company shall use commercially reasonable efforts to purchase, prior Prior to the First Effective Time, notwithstanding anything to the contrary set forth in this Agreement, the Company shall be permitted to purchase a six-year “tail” prepaid “tail policy” policy on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company as of the date of this Agreement in the form Made Available by the Company to Parent prior to the date of this Agreement (the “Existing D&O Policy”) for a period of six years from the First Effective Time on terms and its Subsidiaries conditions with respect to matters arising on or before the Effective Timecoverage and amounts that are equivalent to those of the Existing D&O Policy, covering without limitation provided that the Contemplated Transaction (Company shall not pay any premiums for such “tail” prepaid policy in excess of $875,000 in the aggregate. Parent and the Surviving Corporation shall maintain such “D&O Insurance”)tail” policy in full force and effect and continue to honor their respective obligations thereunder for so long as such “tail” policy shall remain in full force and effect. (dc) In the event If Parent or the Surviving Corporation or any of their respective its successors or assignsassigns shall: (i) consolidates consolidate with or merges merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger; or (ii) transfers transfer all or substantially all of its properties and assets to any Person, then, and in each such case, Parent proper provisions shall ensure be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume all of the obligations of Parent or the Surviving Corporation, as the case may be set forth in this Section 5.6. (d) The obligations set forth in this Section 5.4. 5.6 shall not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Person (eor any other person who is a beneficiary under the “tail” policy referred to in Section 5.6(b)) The provisions of this Section 4 shall survive the consummation of the Merger (and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and their heirs and representatives) without the prior written consent of such affected Indemnified Person (ii) in addition to, and not in substitution for, or any other rights person who is a beneficiary under the “tail” policy referred to indemnification or contribution that any such Person may have by contract or otherwise.in Section

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities indemnification by the Company or its Subsidiaries any Acquired Corporation existing in favor of those Persons who are current or former were directors or and/or officers of the Company or its Subsidiaries at any Acquired Corporation as of or prior to the Acceptance Time date of this Agreement (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents and/or officers of the Company or its Subsidiaries any Acquired Corporation 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 Time pursuant to any indemnification agreements between the Company and said Indemnified Persons (as in effect as immediately prior to the Closing and the Articles of Association of the date of this AgreementAcquired Corporations (the “Indemnification Documents”) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to shall survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries Company to the fullest extent permitted by Delaware available under the Indemnification Documents and applicable law for a period of six seven years from the Closing Datedate on which the Merger becomes effective, which provisions governing and Parent, Alkaloida, TDC and SPH shall cause the Surviving Company to so observe such rights shall not be amended(including, repealedto the extent necessary, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shallby providing funds to ensure such observance). Without limiting the foregoing, for a period of six Parent, from and after the Effective Time until seven years from the Closing DateEffective Time, cause shall cause, unless otherwise required by law, the certificate Articles of incorporation Association and bylaws (or comparable organizational documents) documents of the Surviving Corporation Company and its each of the Company Subsidiaries to contain provisions no less favorable to the Indemnified Persons with respect to indemnificationexculpation and limitation of liabilities of directors and officers, advancement of expenses insurance and exculpation of Indemnified Persons as indemnification than are presently set forth as of the date of this Agreement in the certificate Company Articles of incorporation Association and bylaws comparable organizational documents of the relevant Company and such Subsidiaries, and such which provisions shall not be amended, repealed or otherwise modified in any a manner that would adversely affect any right the rights thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full Indemnified Persons with respect to exculpation and timely performance limitation of the obligations of the Surviving Corporation liabilities or insurance and its Subsidiaries under this Section 5.4(b)indemnification. (cb) The From the Effective Time until the seventh anniversary of the date on which the Merger becomes effective, the Surviving Company shall use commercially reasonable efforts to purchasemaintain in effect, prior to for the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as benefit of those Indemnified Persons who are currently insured under the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries 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 matters arising on or before their acts and omissions as directors and officers of any Acquired Corporation occurring prior to the Effective Time, covering without limitation the Contemplated Transaction Existing D&O Policy; provided, however, that the Surviving Company may substitute for the Existing D&O Policy a policy or policies of comparable coverage and in no event shall the Surviving Company be required to expend pursuant to this Section ‎4.6‎(b) more than an amount per year equal to 250% of current annual premiums paid by the Company for such insurance. The provisions of this Section ‎4.6‎(b) shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section ‎4.6‎(b), which policies provide such directors and officers with coverage comparable to the coverage provided by the Existing D&O Policy for a period of seven years following the Effective Time from an insurer with substantially the same or better credit rating as that of the carrier that provides the Existing D&O Policy (and the “D&O Insurance”Company may, in its discretion, obtain such a prepaid policy prior to the Effective Time). If such prepaid policies have been obtained prior to the Effective Time, Parent, Alkaloida, TDC or SPH shall not cancel such policies and shall honor their obligations thereunder, if any. (dc) In The obligations under this Section ‎4.6 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 (and their respective heirs or representatives) shall be third-party beneficiaries of this Section ‎4.6), and in the event that Parent or the Surviving Corporation Alkaloida, TDC or any of their respective successors or assigns: (i) SPH consolidates with or merges into with any other Person and shall not be the continuing or surviving corporation company or entity of in such consolidation or merger merger, then Parent, Alkaloida, TDC or (ii) transfers all or substantially all of its properties and assets to any PersonSPH, thenas applicable, and in each such case, Parent shall ensure make proper provision so that the successors and assigns of Parent continuing or the Surviving Corporation, as the case may be, surviving company or entity shall assume the obligations set forth in this Section 5.4. (e) ‎4.6. The provisions of Company shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Persons in enforcing the indemnity and other obligations provided in this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise‎4.6.

Indemnification of Officers and Directors. (a) Parent shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries indemnification existing in favor of those Persons who are current or former were directors or and officers of the Company or its Subsidiaries at or prior to or as of the Acceptance Time date of this Agreement (the “Indemnified Persons”"INDEMNIFIED PERSONS") for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s 's certificate of incorporation or and bylaws (as in effect as of the date of this Agreement) and as provided in any the indemnification agreements between the Company and said each of the Indemnified Persons (as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) the form of the indemnification agreement attached to the Company Disclosure ScheduleSchedule (the "INDEMNIFICATION AGREEMENTS") prior to the date of this Agreement, to continue in effect after the consummation of the Offer and to survive the Merger and to be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing DateEffective Time. From and after the Offer Acceptance Time, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect Parent shall: (i) cause the Indemnification Agreement for any Indemnified PersonsPerson who continues as a director or officer of the Company or the Surviving Corporation after the Offer Acceptance Time to continue in effect in accordance with its terms and to be observed by the Company or the Surviving Corporation to the fullest extent permitted by Delaware law; and (ii) pay to or reimburse such Indemnified Person all amounts to which such Indemnified Person is entitled under such Indemnity Agreement to the fullest extent permitted by Delaware law for acts and omissions occurring after the Offer Acceptance Time, if and to the extent that such amounts are not paid to such Indemnified Person when due under the terms of such Indemnity Agreement. (b) Parent shallFrom the Effective Time until the sixth anniversary of the Effective Time, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation shall provide for the benefit of the insured parties named in such policy and its Subsidiaries to contain provisions no less favorable the Indemnified Persons, only with respect to indemnificationacts or omissions occurring prior to the Offer Acceptance Time, advancement directors' and officers' liability insurance on terms with respect to coverage and amount at least as favorable as those of expenses and exculpation the insurance policy maintained by the Company as of Indemnified Persons as are presently set forth the date of this Agreement in the certificate of incorporation and bylaws of form attached to the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)Disclosure Schedule. (c) The Company From and after the Offer Acceptance Time, Parent shall use commercially reasonable efforts cause the Indemnified Persons who continue as directors or officers of the Surviving Corporation to purchase, prior be named as insureds or otherwise covered under Parent's existing directors' and officers' liability insurance policies as in effect at the date of this Agreement to the Effective Time, a six-year prepaid “tail policy” on terms same extent that directors and conditions (in both amount and scope) providing substantially equivalent benefits as the current officers of Parent are insured under such policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on acts or before omissions occurring after the Effective Offer Acceptance Time, covering . (d) The obligations of Parent and the Surviving Corporation under this Section 5.6 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 5.6 applies without limitation the Contemplated Transaction consent of such affected Indemnified Person (it being expressly agreed that the “D&O Insurance”Indemnified Person to whom this Section 5.6 applies shall be third party beneficiaries of this Section 5.6). (de) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent proper provision shall ensure be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume honor the indemnification obligations set forth in this Section 5.45.6. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) Parent From and after the Closing, Purchasers shall cause the Conveyed Entities to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, all individuals who at or prior to the Closing were present or former managers, members, directors, officers, employees or agents of any Conveyed Entity (each, together with such Persons’ heirs, executors or administrators, a “Conveyed Entity Covered Person”) with respect to all acts or omissions by them in their capacities as such (including any action taken at the request of Seller, any Selling Subsidiary or any Conveyed Entity at any time at or prior to the Closing). All rights to indemnification, advancement of expenses and exculpation from liabilities by the Company Liabilities for acts or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at omissions occurring on or prior to the Acceptance Time (Closing, whether asserted or claimed prior to, at or after the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective TimeClosing, as provided in the Company’s certificate of incorporation incorporation, bylaws or bylaws (as other comparable organizational documents of any Conveyed Entity shall continue in full force and effect as of the date 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for accordance with their terms. For a period of six (6) years from after the Closing DateClosing, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any Person benefited Conveyed Entity Covered Person, unless such amendment, repealing or modification is required by Law or approved in writing by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)Conveyed Entity Covered Person. (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (db) In the event Parent or the Surviving Corporation that any Conveyed Entity or any of their respective its successors or assigns: assigns (i) consolidates consolidates, restructures, recapitalizes, merges with or merges into any other Person or otherwise reorganizes and shall is not be the continuing or surviving corporation or entity of such consolidation consolidation, restructuring, recapitalization, merger or merger other restructuring or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent proper provision shall ensure be made by Purchasers and the Conveyed Entities so that the such successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume all of the obligations thereof set forth in this Section 5.45.8. (ec) The provisions of this Section 4 5.8, (i) are in addition to, and not in limitation of, any other rights such Conveyed Entity Covered Person may have under the certificate of incorporation, bylaws or other comparable organizational documents of the Conveyed Entities, any other indemnification arrangement, applicable Laws or otherwise; (ii) shall survive the consummation of the Merger transactions contemplated hereby; and (iii) are (i) expressly intended to be for the benefit of, and will shall be enforceable by, each of the Indemnified Persons Conveyed Entity Covered Person and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification his or contribution that any such Person may have by contract or otherwiseher Representatives.

Indemnification of Officers and Directors. (a) Parent shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries 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 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for For a period of six years from after the Closing DateEffective Time, which provisions governing such rights Parent shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement indemnify their respective current or former directors and officers and any person who becomes a director or officer of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws any of the Company Entities 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 Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified indemnification that are in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance effect as of the obligations date hereof, including any provision therein relating to advancement of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)expenses. (cb) The Company Parent shall use commercially at all times continue to maintain directors’ and officers’ liability insurance following the Effective Time with such coverage limits and other terms as are deemed reasonable efforts to purchase, prior by the Parent Board. Prior to the Effective Time, Parent shall arrange for, and immediately following the Effective Time, Parent shall purchase and pay for, a six-year “tail” prepaid “tail policy” policy on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies Company’s existing policy of directors’ and officers’ liability insurance (with coverage of no less than $3,000,000 and fiduciary otherwise subject to the same terms and conditions of Parent’s directors’ and officers’ liability insurance maintained by insurance), and Parent and the Company Surviving Corporation shall maintain such “tail” policy in full force and its Subsidiaries with respect effect and continue to matters arising on honor their respective obligations thereunder. (c) The obligations under this Section ‎5.5 shall not be terminated, amended or before the Effective Time, covering without limitation the Contemplated Transaction 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 Insurance”tail” policy referred to in Section ‎5.5(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 “tail” policy referred to in Section ‎5.5(b) (and, after the death of any of the foregoing persons, such person’s heirs and representatives). (d) In the event Parent or that Parent, the Surviving Corporation or any of their respective Subsidiaries (or any of their respective successors or assigns: (i) consolidates shall consolidate or merge with or merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personmerger, then, and then in each such case, Parent to the extent necessary to protect the rights of the Indemnified Parties, proper provision shall ensure be made so that the continuing or surviving corporation or entity (or its successors and assigns of Parent or the Surviving Corporationassigns, as the case may be, if applicable) shall assume the obligations set forth in this Section 5.4‎5.5. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company as of the date of this Agreement or its Subsidiaries at have been directors or prior to officers of the Acceptance Time Company in the past (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in any the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the forms made available by the Company Disclosure Scheduleto Parent or Parent’s Representatives prior to the date of this Agreement, to shall survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any Person benefited such Indemnified Persons, and shall be observed by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware or other applicable Laws for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 6.5(a) and the rights provided under this Section 5.4(b6.5(a) until disposition of such claim. (b) From the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, the Surviving Corporation (together with its successors and assigns, the “Indemnifying Parties”) shall, to the fullest extent permitted under applicable Laws, indemnify 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, 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 with respect to the Transactions. Without limiting the foregoing, from the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, the Indemnifying Parties shall also, to the fullest extent permitted under applicable Laws, 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 6.5(b) within 15 days after receipt by Parent of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of the Indemnifying Parties to repay such advanced costs and expenses if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 6.5(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to From the Effective Time until the sixth anniversary of the Effective Time, a six-year prepaid “tail policy” on terms the Surviving Corporation shall, and conditions (Parent shall cause the Surviving Corporation to, maintain, in both amount and scope) providing substantially equivalent benefits as effect, the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company as of the date of this Agreement (an accurate and its Subsidiaries complete copy of which has been made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement) for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to matters arising their acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable), on terms with respect to coverage, deductibles and amounts no less favorable than the existing policy (or before at or prior to the Effective Time, covering without limitation Parent or the Contemplated Transaction 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 “D&O Insurance”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(c); provided, however, that in no event shall the Surviving Corporation be required, and in no event shall the Company be permitted, to expend in any one year an amount in excess of 300% of the annual premium currently payable by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage exceeds such amount, Parent shall be obligated to cause the Surviving Corporation to obtain a policy with the greatest coverage available for a cost equal to such amount. (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 5.46.5. (e) The provisions of this Section 4 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 of the Indemnified Persons and its respective their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. Unless required by applicable Law, 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) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Effective Time (the “Company Indemnified Persons”) for their acts acts, errors and omissions as directors and officers, employees or agents officers of the Company or its Subsidiaries occurring on or prior to the Effective Time, including in respect of the transactions contemplated in this Agreement, 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 any indemnification agreements between the Company and said Company Indemnified Persons (as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule), to shall survive the Merger Mergers and be observed and performed by the First Merger Surviving Corporation and the Surviving Company and any applicable Subsidiaries Subsidiary (and Parent shall cause such observance and performance by the First Merger Surviving Corporation and the Surviving Company and any applicable Subsidiary) to the fullest extent permitted by Delaware law applicable Law (including as it may be amended after the date of this Agreement to increase the extent to which a corporation may provide indemnification) for a period of six years from the Closing Datedate on which the First Merger becomes effective. In addition, which provisions governing such rights Parent shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation incorporation, bylaws, certificate of formation and bylaws limited liability company (or comparable organizational documents) ), as applicable, of the First Merger Surviving Corporation and the Surviving Company and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as current and former directors and officers of the Company and its Subsidiaries than are presently set forth in the certificate of incorporation and bylaws of the Company and such SubsidiariesSubsidiaries (as in effect as of the date of this Agreement), and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such personPerson’s prior written consent. Parent guarantees the full and timely performance of the obligations of the First Merger Surviving Corporation and the Surviving Company and its Subsidiaries under this Section 5.4(b5.5(a). (b) Without limiting the foregoing in Section 5.5(a), for six years following the Effective Time, Parent, the First Merger Surviving Corporation and the Surviving Company and any applicable Subsidiary, to the fullest extent permitted under applicable Law (including as it may be amended after the date of this Agreement to increase the extent to which a corporation may provide indemnification), shall indemnify and hold harmless any Company Indemnified Person who was or is a party or is threatened to be made a party to any actual or threatened Legal Proceeding in respect of any acts, errors or omissions occurring on or prior to the Effective Time (including in respect of the transactions contemplated by this Agreement) by reason of the fact that such Person is or was a director or officer of the Company or its Subsidiaries or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of, or in a fiduciary capacity with respect to, another corporation, partnership, joint venture, trust or other enterprise (an “Indemnified Proceeding”), against any resulting claims, losses, liabilities, damages, fines, judgments, settlements and reasonable fees and expenses, including reasonable attorneys’ fees and expenses, and other costs, arising therefrom. Parent, the First Merger Surviving Corporation and the Surviving Company and any applicable Subsidiaries shall promptly advance any reasonable expenses as incurred by any such Company Indemnified Person in connection with any such Indemnified Proceeding; provided, that any Company Indemnified Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final, non-appealable judgment of a court of competent jurisdiction that such Person is not entitled to indemnification hereunder. Such undertaking shall be unsecured, and made without reference to the Person’s ability to repay such advancements or ultimate entitlement to indemnification hereunder. No other form of indemnification shall be required. Notwithstanding anything to the contrary contained in this Article 5, if at any time prior to the sixth anniversary of the Effective Time, any Company Indemnified Person delivers to Parent a written notice of any prospective, threatened or actual Indemnified Proceeding for which indemnification, advancement or other protection may be sought under Section 5.5(a) or Section 5.5(b), then the obligations of Parent, the First Merger Surviving Corporation, the Surviving Company and any applicable Subsidiaries under Section 5.5(a) and/or Section 5.5(b), as the case may be, shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. Parent, the First Merger Surviving Corporation and the Surviving Company and any applicable Subsidiary shall each cooperate with each Company Indemnified Person in the defense of any actual or threatened Legal Proceeding. (c) The Company shall use commercially reasonable efforts to purchase, prior Prior to the Effective Time, the Company shall purchase a six-year prepaid “tail policytail” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as coverage for the current existing policy or policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries in effect prior to the Effective Time (the “Company Existing D&O Insurance”) with respect to matters arising on or before a claims period of six years from the Effective Time, covering without limitation with limits and on terms and conditions no less favorable to the Contemplated Transaction (Company Indemnified Parties than those in effect under the Company Existing D&O Insurance; provided, however, that the Company shall not pay a premium for the “tail” coverage in excess of 350% of the annual premiums paid prior to the Effective Time by the Company for the Company Existing D&O Insurance”. Notwithstanding the foregoing, if the Company, in its good faith exercise of commercially reasonable efforts, is unable to purchase a “tail” coverage on the terms and at a premium described in this Section 5.5(c), then, for a period of six years after the Effective Time, Parent shall cause to be maintained in effect for the benefit of the Company Indemnified Persons directors’ and officers’ liability insurance coverage with limits and on terms and conditions no less favorable to the Company Indemnified Persons than the Company Existing D&O Insurance; provided, however, that (i) Parent shall not be required to pay a premium for such coverage in excess of 350% of the annual premiums paid prior to the Effective Time by the Company for the Company Existing D&O Insurance, and (ii) Parent may at its election purchase a six (6) year “tail” policy or policies providing that coverage, provided that such coverage otherwise meets the preceding requirements set forth in this sentence. (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: This Section 5.5 is intended to be (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will shall be enforceable by, each of the Company Indemnified Persons Persons, their heirs and personal representatives and shall be binding on Parent, the First Merger Surviving Corporation, the Surviving Company and its respective successorsSubsidiaries and their successors and assigns, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification indemnification, advancement or contribution that any such Company Indemnified Person may have by contract Contract or otherwise, including indemnification agreements that the Company or any of its Subsidiaries have entered into with any of their respective directors or officers, and (iii) may not be amended, altered or repealed after the Effective Time without the prior written consent of the affected Company Indemnified Person (provided that such amendment, alteration or repeal prior to the Effective Time shall be governed by Section 8.2). In the event Parent, the First Merger Surviving Corporation, the Surviving Company or any Subsidiary or any of their successors or assigns: (i) consolidates with or merges into any other Person and such Person shall not assume the obligations set forth in this Section 5.5 by operation of law or otherwise; or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each case, Parent, the First Merger Surviving Corporation or the Surviving Company or any Subsidiary (as the case may be) (or its successor, as applicable) shall make proper provision so that the successors and assigns of Parent, the First Merger Surviving Corporation or the Surviving Company or any applicable Subsidiary (as the case may be) honor the indemnification and other obligations set forth in this Section 5.5. This Section 5.5 shall survive consummation of the Mergers. Parent, the First Merger Surviving Corporation and the Surviving Company and any applicable Subsidiary shall pay all reasonable, out of pocket expenses, including reasonable attorneys’ fees (promptly in advance, if requested by any Company Indemnified Person), that may be incurred by any Company Indemnified Person in enforcing the indemnity and other obligations provided in this Section 5.5.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries indemnification existing in favor of those Persons who are current or former officers and directors or officers of Technest as of the Company or its Subsidiaries at or prior to the Acceptance Time date of this Agreement (the “Technest Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective TimeClosing Date, as provided in the CompanyTechnest’s certificate of incorporation or bylaws Bylaws (as in effect as of the date of this Agreement) and as provided in any the indemnification agreements between the Company Technest and said Technest Indemnified Persons (as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule), to if any, shall survive the Merger Exchange and shall be observed and performed by the Surviving Corporation and any applicable Subsidiaries Technest to the fullest extent permitted by Delaware New York law for a period of six until not earlier than the date that is three (3) years from after the Closing Date. (a) From the Closing Date and up to the date that is three (3) years after the Closing Date, which provisions governing such rights Technest shall not be amended, repealed, abrogated or otherwise modified maintain in any manner that would adversely affect any Indemnified Persons. (b) Parent shalleffect, for a period the benefit of six years from the Technest Indemnified Persons with respect to their acts and omissions occurring prior to the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Technest as of the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction date of this Agreement (the “D&O InsuranceExisting Policy”). ; provided, however, that (di) Technest may substitute for the Existing Policy a policy or policies of comparable coverage, and (ii) Technest shall not be required to pay annual premiums for the Existing Policy (or for any substitute policies) in excess of 150% of the current annual premium for the Existing Policy. In the event Parent or any future annual premiums for the Surviving Corporation Existing Policy (or any substitute policies) exceeds 150% of their respective successors the current annual premium for the Existing Policy, Technest shall be entitled to reduce the amount of coverage of the Existing Policy (or assigns: any substitute policies) to the amount of coverage that can be obtained for a premium equal to 150% of the current annual premium for the Existing Policy; provided, however, that Technest shall provide reasonable notice to the Technest Indemnified Persons prior to (i) consolidates with or merges into any other Person and shall not be substitution of the continuing or surviving corporation or entity of such consolidation or merger Existing Policy, or (ii) transfers all or substantially all any proposed reduction in coverage. Technest agrees to provide the insurance company underwriting the Existing Policy with the contact information of its properties the Technest Indemnified Persons and assets shall instruct the insurance company to provide the Technest Indemnified Persons any Person, then, and notice of cancellation of the Existing Policy. All premiums or other amounts payable in each such case, Parent shall ensure that the successors and assigns respect of Parent or the Surviving Corporation, as the case may be, shall assume the Technest’s obligations set forth in pursuant to this Section 5.45.2(a) shall be referred to herein as “D&O Premiums.” (eb) The provisions of this Section 4 shall survive the consummation of the Merger and 5.2 are (i) intended to be in addition to the rights otherwise available to the Technest Indemnified Persons by law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and will shall be enforceable by, each of the Technest Indemnified Persons Persons, and its their respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwiserepresentatives.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities indemnification by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or and officers of the Company or its Subsidiaries at or prior to as of the Acceptance Time date of this Agreement (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate Certificate of incorporation or Incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in any the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 6.6(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the forms made available by the Company Disclosure Scheduleto Parent or Parent’s Representatives prior to the date of this Agreement, to shall survive the Merger and shall be observed and performed by the Surviving Corporation and any applicable its Subsidiaries to the fullest extent permitted by available under Delaware law for a period of six years from the Closing DateEffective Time, which provisions governing and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall not continue to be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Personssubject to this Section 6.6(a) and the indemnification rights provided under this Section 6.6(a) until disposition of such claim. (b) Parent shall, for a period From the Effective Time until the sixth anniversary of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (the Surviving Corporation shall maintain in both amount and scope) providing substantially equivalent benefits as effect, the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company as of the date of this Agreement (an accurate and its Subsidiaries with respect complete copy of which has been made available by the Company to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent or Parent’s Representatives prior to the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (e) The provisions date of this Section 4 shall survive the consummation of the Merger and are (iAgreement) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons who are currently covered by such existing policy with respect to their acts and its respective successorsomissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable), assigns on terms with respect to coverage, deductibles and heirs and amounts no less favorable than the existing policy (iior at or 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) 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.purchase a six-year “tail” policy for the existing policy effective as of the Effective Time

Indemnification of Officers and Directors. (a) Parent shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries 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 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the The certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its the Company Subsidiaries to (the "Charter Documents") shall contain provisions no less favorable with respect to indemnification, indemnification and advancement of expenses and exculpation of Indemnified Persons as than are presently set forth in the certificate of incorporation and bylaws Charter Documents of the Company and such Subsidiariesor the applicable Company Subsidiary, and such as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely affect any right the rights thereunder of individuals who at any Person benefited time prior to the Effective Time were entitled to indemnification and advancement of expenses under the applicable Charter Documents. (b) At or prior the Effective Time, the Company shall obtain an insurance policy insuring the Company and the Company Subsidiaries and their respective directors and officers for anything done or not done by such provisions without directors or officers in any such person’s capacity whether pertaining to any act or omission occurring or existing prior written consentto or at the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (the "Tail Policy"). Parent guarantees The Tail Policy shall provide for aggregate coverage of at least $3,000,000, shall have a minimum six (6) year tail and shall be reasonably acceptable to Parent. The premiums related to the full and timely performance Tail Policy shall either be paid out of current assets prior the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)Closing or be included as a current liability in all Net Working Capital calculations. (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (e) The provisions of this Section 4 shall survive the consummation of the Merger and 5.10 are (i) intended to be for the benefit of, and will shall be enforceable by, each of the Indemnified Persons entitled to indemnification and its respective successorsadvancement of expenses under the Charter Documents or covered by the Tail Policy, assigns and their heirs and (ii) in addition totheir personal representatives and shall be binding on all successors and assigns of Parent, Merger Sub, the Company, the Surviving Corporation and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwisethe Company Subsidiaries.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of any Acquired Corporation as of the Company date of this Agreement or its Subsidiaries at have been directors or prior to officers of any Acquired Corporation in the Acceptance Time past (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation and bylaws (or bylaws applicable governing documents) of the applicable Acquired Corporation (as in effect as of the date of this Agreement) and as provided in any the indemnification agreements between the Company Acquired Corporation and said Indemnified Persons (as set forth on Part 6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the forms made available by the Company Disclosure Scheduleto Parent or Parent’s Representatives prior to the date of this Agreement, to shall survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any Person benefited such Indemnified Persons, except as required by such provisions without such person’s prior written consent. Parent guarantees the full applicable Legal Requirements, and timely performance of the obligations of shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware law for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 6.5(a) and the rights provided under this Section 5.4(b6.5(a) until disposition of such claim. (b) From the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, the Surviving Corporation (together with its successors and assigns, the “Indemnifying Parties”) shall, to the fullest extent permitted under applicable Legal Requirements, indemnify and hold harmless each Indemnified Person in his or her capacity as an officer or director of an Acquired Corporation against all losses, claims, damages, liabilities, fees, expenses, judgments or fines incurred by such Indemnified Person as an officer or director of an Acquired Corporation 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 an Acquired Corporation 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 with respect to the transactions contemplated herein. Without limiting the foregoing, from the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, the Indemnifying Parties shall also, to the fullest extent permitted under applicable Legal Requirements, 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 6.5(b) within 15 days after receipt by Parent of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of the Indemnifying Parties to repay such advanced costs and expenses if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 6.5(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to From the Effective Time until the sixth anniversary of the Effective Time, a six-year prepaid “tail policy” on terms the Surviving Corporation shall, and conditions (Parent shall cause the Surviving Corporation to, maintain, in both amount and scope) providing substantially equivalent benefits as effect, the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Acquired Corporations as of the date of this Agreement (an accurate and complete copy of which has been made available by the Company and its Subsidiaries to Parent or Parent’s Representatives prior to the date of this Agreement) for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to matters arising their acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable), on terms with respect to coverage, deductibles and amounts no less favorable than the existing policy (or before at or prior to the Effective Time, covering without limitation Parent or the Contemplated Transaction 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(c) (the “Existing D&O InsurancePolicy”); provided that: (i) the Surviving Corporation may substitute for the Existing D&O Policy a policy or policies of comparable coverage which shall include a “tail” or “runoff” insurance coverage, (ii) Parent or the Surviving Corporation shall not be required to pay annual premiums for the Existing D&O Policy (or for any substitute or “tail” policies) in excess of an amount equal to 300% of the most recently paid annual premium for the Existing D&O Policy (the “Maximum Premium”) and (iii) if requested by Parent, the Company shall issue a broker of record letter acceptable to Parent permitting Parent’s insurance broker to negotiate and place such “tail” or “runoff” insurance of comparable coverage, and Parent shall have the right to negotiate such coverage and the Company shall reasonably cooperate therewith. 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 or “tail” policies) to the amount of coverage that can be obtained for a premium equal to the Maximum Premium. (d) In the event Guarantor, Parent or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 5.46.5. (e) The provisions of this Section 4 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 of the Indemnified Persons and its respective their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. 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 after the Effective Time, Parent agrees that it shall cause all rights the Surviving Corporation to indemnification, advancement of expenses indemnify and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or hold harmless each present and former directors or officers director and officer of the Company Acquired Companies against any costs or its Subsidiaries expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Acquired Companies, as provided in the Company’s certificate case may be, would have been permitted under or required by Applicable Law and their respective certificates of incorporation or bylaws (incorporation, bylaws, indemnification agreements as in effect on the date of this Agreement and that have been made available to Parent (an “Indemnification Agreement”) or other organizational documents of the Company and its Subsidiaries in effect on the date of this Agreement to indemnify such person. Parent also agrees that it shall cause the Surviving Corporation to promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies to the fullest extent permitted under or required by Applicable Law and the respective certificates of incorporation, bylaws, Indemnification Agreements or equivalent or other organizational and governing documents (collectively, “Governing Documents”) of the Company and its Subsidiaries in effect on the date of this Agreement upon receipt of a written undertaking by such Person or on such Person’s behalf to repay the amount paid or reimbursed if it is ultimately determined that such Person is not permitted to be indemnified under Applicable Law or any such applicable Governing Document. Without limiting the foregoing, Parent shall cause the Surviving Corporation (i) to maintain, for a period of not less than six (6) years from the Effective Time, provisions in the Acquired Companies’ respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Acquired Companies’ former and current officers and directors that are no less favorable to those Persons than the provisions of Applicable Law and the Governing Documents of the Acquired Companies, as applicable, in each case, as of the date of this AgreementAgreement and (ii) and as provided not to amend, repeal or otherwise modify such provisions 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner respect that would adversely affect any Indemnified Personsthe rights of those Persons thereunder, in each case, except as required by Applicable Law. (b) Parent shall, for For a period of six (6) years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (Parent shall cause the Surviving Corporation to maintain in both amount and scope) providing substantially equivalent benefits as the current policies of effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the Acquired Companies’ directors’ and fiduciary officers’ liability insurance maintained by policies on terms not less favorable than the terms of such current insurance coverage; provided, however, that (i) the Company may and its Subsidiaries (if the Company does not) Parent and the Surviving Corporation shall cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining at or prior to the Closing Date a prepaid, non-cancelable six (6)-year “tail” policy (containing terms not less favorable than the terms of such current insurance coverage) with respect to matters arising existing or occurring at or prior to the Effective Time and (ii) if any Proceeding is asserted or made against those Persons who are currently covered by the Acquired Companies’ directors’ and officers’ liability insurance policies on or before prior to the sixth (6th) year anniversary of the Effective Time, covering without limitation any insurance required to be maintained under this ‎Section 6.07 shall be continued in respect of such claim until the Contemplated Transaction final disposition thereof; provided, further, that in no event shall Parent or the Surviving Corporation be required to expend for such policies pursuant to this sentence an aggregate or total premium amount in excess of three hundred percent (300%) of the “D&O Insurance”amount per annum the Company paid for such coverage in its last full fiscal year (in which case the maximum amount of coverage with a premium under such threshold shall be obtained). (dc) Notwithstanding anything contained in this Agreement to the contrary, this ‎Section 6.07 shall survive the consummation of the Mergers indefinitely and shall be binding, jointly and severally, on all successors and assigns of Parent and the Surviving Corporation. In the event that Parent or the Surviving Corporation or any of their respective successors or assigns: (i) assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent proper provision shall ensure be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume succeed to the obligations set forth in this Section 5.4‎Section 6.07. In addition, Parent and the Surviving Corporation shall not distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Surviving Corporation unable to satisfy its obligations under this ‎Section 6.07. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) Parent [*] FibroGen shall cause the Surviving Corporation to fulfill and honor in all rights respects the obligations of Fortis pursuant to indemnification, advancement of expenses and exculpation from liabilities by any indemnification provisions under the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or and bylaws (of Fortis as in effect as of on the date of this Agreement) Option Agreement and as provided in pursuant to any indemnification indemnity agreements between Fortis and such Person [*] (the Company Persons entitled to be indemnified pursuant to such provisions, and said all other current and former directors and officers of Fortis, being referred to collectively as the “D&O Indemnified Persons (as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights Parties”). FibroGen shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of Merger Sub and the Surviving Corporation and its Subsidiaries to contain the provisions no less favorable with respect to indemnification, advancement of expenses indemnification and exculpation of Indemnified Persons as are presently from liability set forth in the Fortis’ certificate of incorporation and bylaws on the date of the Company and such Subsidiariesthis Option Agreement, and such which provisions shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would could adversely affect any right the rights thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees D&O Indemnified Party. (b) This Section 7.5 shall survive the full and timely performance consummation of the obligations Merger and the Effective Time, is intended to benefit and may be enforced by the D&O Indemnified Parties, who shall be third-party beneficiaries of this Section 7.5, and shall be binding on all successors and assigns of FibroGen and the Surviving Corporation and its Subsidiaries under this Section 5.4(b)Corporation. (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”)[*]. (d) In the event Parent that FibroGen or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent FibroGen shall ensure that the successors and assigns of Parent FibroGen or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.47.5. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company as of the date of this Agreement or its Subsidiaries at have been directors or prior to officers of the Acceptance Time Company in the past (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in any the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 6.5(a) of the Company Disclosure Table of Contents Schedule and in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the forms made available by the Company Disclosure Scheduleto Parent or Parent’s Representatives prior to the date of this Agreement, to shall survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any Person benefited such Indemnified Persons, and shall be observed by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware or other applicable Legal Requirements for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 6.5(a) and the rights provided under this Section 5.4(b)6.5(a) until disposition of such claim. (cb) The From the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, Parent and the Surviving Corporation (together with their successors and assigns, the “Indemnifying Parties”) shall, to the fullest extent the Company shall use commercially reasonable efforts to purchasewould have been, prior to the Effective Time, permitted under applicable Legal Requirements, indemnify 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, 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 sixdirector 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 with respect to the Transactions. Without limiting the foregoing, from the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, the Indemnifying Parties shall also, to the fullest extent permitted under applicable Legal Requirements, advance reasonable and documented out-year prepaid “tail policy” on terms of-pocket costs and conditions expenses (including reasonable and documented attorneys’ fees) incurred by the Indemnified Persons in both amount connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 6.5(b) within 15 days after receipt by Parent of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of the Indemnifying Parties to repay such advanced costs and scopeexpenses if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 6.5(b). (c) providing substantially equivalent benefits as From the current policies Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain, in effect, the existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company as of the date of this Agreement (an accurate and its Subsidiaries complete summary of which has been made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement) for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to matters arising their acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable), on terms with respect to coverage, deductibles and amounts no less favorable than the existing policy (or before at or prior to the Effective Time, covering without limitation Parent or the Contemplated Transaction 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 “D&O Insurance”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(c); provided, however, that in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 300% of the Table of Contents annual premium currently payable by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage exceeds such amount, Parent shall be obligated to cause the Surviving Corporation to obtain a policy with the greatest coverage available for a cost equal to such amount. (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 5.46.5. (e) The provisions of this Section 4 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 of the Indemnified Persons and its respective their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. 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) Parent shall cause and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company indemnification for acts or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or bylaws (as in effect Time existing as of the date of this Agreement) and as provided in , including, without limitation, any indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement) identified hereof and made available to Parent prior to the date hereof, in Part 2.10(a)(viii) favor of the current and former directors and officers of each Acquired Company Disclosure Schedule(each, to a “D&O Indemnified Party” and collectively, the “D&O Indemnified Parties”) shall survive the Merger and be observed shall continue in full force and performed by effect in accordance with their terms following the Effective Time, and Parent shall cause the Surviving Corporation to fulfill and any applicable Subsidiaries honor such obligations to the fullest maximum extent permitted by Delaware law Applicable Law. (b) Prior to the Closing, the Company shall obtain and fully pay for “tail” insurance policies with a claims period of at least six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated Date from an insurance carrier with the same or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from better credit rating as the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable Company’s current insurance carrier with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance in an amount and fiduciary liability insurance maintained by scope at least as favorable as the Company and its Subsidiaries Company’s existing policies with respect to matters arising on existing or before occurring at or prior to the Effective TimeClosing Date (such policies, covering without limitation the Contemplated Transaction (the “D&O InsuranceTail Policy”). The cost of the D&O Tail Policy will be treated as a Company Transaction Expense hereunder. During the term of the D&O Tail Policy (as defined below), Parent shall not (and shall cause the Surviving Corporation not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived; provided, that neither Parent, the Surviving Corporation nor any Affiliate thereof shall be obligated to pay any premiums or other amounts in respect of such D&O Tail Policy. (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (ec) The provisions of this Section 4 6.03 shall survive the consummation of the Merger Closing and are (i) intended to be for the benefit of, and will be enforceable by, each of the D&O Indemnified Persons Party and its respective successors, assigns and his or her heirs and (ii) in addition topersonal representatives, and not nothing in substitution for, this Agreement shall affect any other indemnification rights to indemnification or contribution that any such Person D&O Indemnified Party and his or her heirs and personal representatives may have by under the certificate of incorporation or bylaws of the Company or any contract or otherwiseApplicable Law. Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 6.03 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party to whom this Section 6.03 applies without the consent of such affected D&O Indemnified Party.

Indemnification of Officers and Directors. (a) For a period of six (6) years from and after the Closing Date, Parent shall cause all rights and the Surviving Corporation agree to indemnification, indemnify (including advancement of expenses expenses) and exculpation from liabilities hold harmless all past and present officers and directors of the Company to the same extent such persons are indemnified by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers as of the Company date of this Agreement pursuant to the Company’s certificate of incorporation or its Subsidiaries bylaws, indemnification agreements or under applicable Law for acts or omissions which occurred at or prior to the Acceptance Time (Effective Time. The certificate of incorporation and bylaws of the “Indemnified Persons”) for their acts Surviving Corporation shall contain provisions with respect to indemnification and omissions exculpation that are at least as favorable to the past and present officers and directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided those provisions contained in the Company’s certificate of incorporation or and bylaws (as in effect as of on the date 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiarieshereof, 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 any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance rights of the obligations past and present officers and directors of the Surviving Corporation and Company (unless such modification is required by applicable Law. This indemnification shall not apply to any claim or action by any such officer or director brought against the Company or any of its Subsidiaries under predecessors, successors, assigns, officers, directors, stockholders, employees or agents in response to or in connection with any claim brought by a Parent Indemnified Party (as defined below) pursuant to Article VIII of this Section 5.4(b)Agreement. The Company hereby represents to Parent that no claim for indemnification has been made by any director or officer of the Company and, to the knowledge of the Company, no basis exists for any such claim for indemnification. (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (eb) The provisions of this Section 4 shall survive the consummation of the Merger and 6.13 are (i) intended to be for the benefit of, and will shall be enforceable by, each all past and present officers and directors of the Indemnified Persons Company and its respective successors, assigns and his or her heirs and (ii) representatives. The rights of all past and present officers and directors of the Company under this Section 6.13 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person person may have by contract contract, applicable Law or otherwise. (c) Prior to the Closing, the Company shall purchase a six year “tail” policy to maintain directors’ and officers’ liability insurance, covering those Persons who are covered by the Company’s directors’ and officers’ liability insurance policy as of the date hereof in an amount and on terms as favorable as to coverage and amount in the aggregate, as under those policies in effect on the date of this Agreement and applicable to the current directors and officers of the Company. The cost of such “tail” policy shall be deemed Third Party Expenses.

Indemnification of Officers and Directors. (a) Parent shall cause New Paramount agrees that all rights to indemnification, advancement of expenses expenses, and exculpation from liabilities by the Company Paramount or its Subsidiaries Skydance existing in favor of those Persons who are current or former directors directors, officers, members or officers managers of the Company (1) Paramount or any of its Subsidiaries at (and any person who becomes a director, officer, member or manager of Paramount or any of its Subsidiaries prior to the Acceptance Time New Paramount Merger Effective Time) (collectively, the “Paramount D&O Indemnified Persons”) or (2) Skydance or any Skydance Subsidiary (and any person who becomes a director, officer, member or manager of Skydance or any Skydance Subsidiary prior to the Skydance Merger Effective Time) (collectively, the “Skydance D&O Indemnified Persons” and, together with the Paramount D&O Indemnified Persons, the “D&O Indemnified Persons”) for their acts and omissions as directors and officersany act, employees omission or agents of the Company or its Subsidiaries other matter occurring prior to the applicable Effective Time, as provided in the Company’s certificate organizational documents of incorporation Paramount and its Subsidiaries or bylaws the organizational documents of Skydance and the Skydance Subsidiaries, as applicable (in each case, as in effect as of the date of this Agreement) and as provided ), or in any indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this AgreementAgreement with (A) identified in Part 2.10(a)(viii(1) Paramount or any of its Subsidiaries set forth on Section 7.4(a) of the Company Paramount Disclosure ScheduleLetter or (2) Skydance or any Skydance Subsidiary set forth on Section 7.4(a) of the Skydance Disclosure Letter, to on the one hand, and (B) said D&O Indemnified Persons, on the other hand, shall survive the Merger Mergers and be observed shall continue in full force and performed by the Surviving Corporation effect and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect the rights thereunder of any D&O Indemnified PersonsPerson, and shall be observed by the Surviving Entities and their respective Subsidiaries to the fullest extent available under Delaware Law or California Law, as applicable, or other applicable Law for a period of six (6) years from the Closing, and any claim made pursuant to such rights within such six (6)-year period shall continue to be subject to this Section 7.4(a) and the rights provided under this Section 7.4(a) until disposition of such claim. (b) Parent shall, for a period From the New Paramount Merger Effective Time until the six (6)-year anniversary of six years from the Closing Date, cause the certificate Surviving Paramount Entity (together with its successors and assigns, the “Paramount D&O Indemnifying Parties”) shall, to the fullest extent permitted under Delaware Law or other applicable Law, indemnify and hold harmless each Paramount D&O Indemnified Person against all losses, claims, damages, liabilities, fees, expenses, judgments, or fines (including reasonable and documented attorneys’ fees) incurred by such Paramount D&O Indemnified Person due to such Paramount D&O Indemnified Person’s capacity as an officer, director, member or manager of incorporation Paramount or any of its Subsidiaries in connection with any pending or threatened Legal Proceeding, whether asserted or claimed prior to, at or after the New Paramount Merger Effective Time, based on, arising out of, or relating to, in whole or in part, (i) the fact that such Paramount D&O Indemnified Person is or was a director, officer, member or manager of Paramount or any of its Subsidiaries, (ii) any action or omission, or alleged action or omission, in such Paramount D&O Indemnified Person’s capacity as an officer, director, member or manager of Paramount or any of its Subsidiaries, or taken at the request of Paramount or any of its Subsidiaries (including in connection with serving at the request of Paramount or any of its Subsidiaries as an officer, director, member, manager, agent, trustee or fiduciary of another Person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to or at the New Paramount Merger Effective Time), and bylaws (iii) with respect to the Transactions, as well as any actions taken by Paramount, New Paramount or comparable organizational documents) any Merger Sub with respect thereto (excluding any disposition of assets of the Surviving Corporation and Paramount Entity or any of its Subsidiaries that is alleged to contain provisions no less favorable have rendered the Surviving Paramount Entity or any of its Subsidiaries insolvent). Without limiting the foregoing, from the New Paramount Merger Effective Time until the six (6)-year anniversary of the Closing Date, the Paramount D&O Indemnifying Parties shall also, to the fullest extent permitted under applicable Law, advance reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Paramount D&O Indemnified Persons in connection with matters for which such Paramount D&O Indemnified Persons are eligible to be indemnified pursuant to this Section 7.4(b) reasonably promptly after receipt by the Paramount D&O Indemnifying Parties of a written request for such advance, subject to the execution by such Paramount D&O Indemnified Persons of appropriate undertakings in favor of the Paramount D&O Indemnifying Parties to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Paramount D&O Indemnified Person is not entitled to be indemnified under this Section 7.4(b); provided, that if any Paramount D&O Indemnified Person delivers to the Paramount D&O Indemnifying Parties a written notice asserting a claim for indemnification pursuant to this Section 7.4(b), then the claim asserted in such notice will survive the sixth (6th) anniversary of the New Paramount Merger Effective Time until such claim is fully and finally resolved. Notwithstanding anything to the contrary in this Agreement, neither the Surviving Paramount Entity nor any of its Affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by a Paramount D&O Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of such Paramount D&O Indemnified Person from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in whether the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder conduct of any Paramount D&O Indemnified Person benefited complies or complied with any applicable standard will be made by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of independent legal counsel selected by the Surviving Corporation Paramount Entity (which counsel will be reasonably acceptable to such Paramount D&O Indemnified Person), the fees and its Subsidiaries under this Section 5.4(b)expenses of which shall be paid by the Surviving Paramount Entity. (c) The Company From the Skydance Merger Effective Time until the six (6)-year anniversary of the Closing Date, New Paramount shall use commercially cause the Surviving Skydance Entity (such Person, together its successors and assigns, the “Skydance D&O Indemnifying Parties”) to, to the fullest extent permitted under Delaware Law or other applicable Law, indemnify and hold harmless each Skydance D&O Indemnified Person against all losses, claims, damages, liabilities, fees, expenses, judgments, or fines (including reasonable efforts and documented attorneys’ fees) incurred by such Skydance D&O Indemnified Person due to purchasesuch Skydance D&O Indemnified Person’s capacity as an officer, director, member or manager of Skydance or any of its Subsidiaries in connection with any pending or threatened Legal Proceeding, whether asserted or claimed prior to, at or after the Skydance Merger Effective Time, based on, arising out of, or relating to, in whole or in part, (i) the fact that such Skydance D&O Indemnified Person is or was a director, officer, member or manager of Skydance or any of its Subsidiaries, (ii) any action or omission, or alleged action or omission, in such Skydance D&O Indemnified Person’s capacity as an officer, director, member or manager of Skydance or any of its Subsidiaries, or taken at the request of Skydance or any of its Subsidiaries (including in connection with serving at the request of Skydance or a Skydance Subsidiary as an officer, director, member, manager, trustee or fiduciary of another Person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Skydance Merger Effective Time), as applicable, and (iii) with respect to the Transactions, as well as any actions taken by Skydance with respect thereto (excluding any disposition of assets of the Surviving Skydance Entity or any of its Subsidiaries that is alleged to have rendered the Surviving Skydance Entity or any of its Subsidiaries insolvent). Without limiting the foregoing, from the Skydance Merger Effective Time until the six (6)-year anniversary of the Closing Date, the Skydance D&O Indemnifying Parties shall also, to the fullest extent permitted under applicable Law, advance reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Skydance D&O Indemnified Persons in connection with matters for which such Skydance D&O Indemnified Persons are eligible to be indemnified pursuant to this Section 7.4(c) reasonably promptly after receipt by the Skydance D&O Indemnifying Parties of a written request for such advance, subject to the execution by such Skydance D&O Indemnified Persons of appropriate undertakings in favor of the Skydance D&O Indemnifying Parties to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Skydance D&O Indemnified Person is not entitled to be indemnified under this Section 7.4(c); provided, that if any Skydance D&O Indemnified Person delivers to the Skydance D&O Indemnifying Parties a written notice asserting a claim for indemnification pursuant to this Section 7.4(c), then the claim asserted in such notice will survive the sixth (6th) anniversary of the Skydance Merger Effective Time until such claim is fully and finally resolved. Notwithstanding anything to the contrary in this Agreement, none of New Paramount, the Surviving Skydance Entity nor any of their respective Affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Skydance D&O Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of such Skydance D&O Indemnified Person from all liability arising out of such Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Skydance D&O Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by New Paramount or the Surviving Skydance Entity (which counsel will be reasonably acceptable to such Skydance D&O Indemnified Person), the fees and expenses of which shall be paid by New Paramount or the Surviving Skydance Entity. (d) From the applicable Effective Time until the six (6)-year anniversary of the Closing Date, New Paramount shall maintain directors’ and officers’ and fiduciary liability insurance policies for the benefit of the D&O Indemnified Persons with respect to their acts and omissions occurring at or prior to the applicable Effective TimeTime in their capacities as directors, a six-year prepaid “tail policy” officers, members or managers of Paramount or Skydance (as applicable), on terms with respect to coverage, deductibles and conditions (in both amount and scope) providing substantially equivalent benefits as amounts no less favorable than the current existing policies of Paramount or Skydance and from an insurance carrier with the same or better credit rating as Paramount’s or Skydance’s current directors’ and officers’ liability insurance insurance; provided that, at or prior to the applicable Effective Time, each of Paramount and Skydance may (and at the request of New Paramount shall) purchase a six (6)-year “tail” policy for the existing directors’ and officers’ and fiduciary liability policies effective as of immediately prior to the applicable Effective Time and if an applicable “tail” policy has been obtained, it shall be deemed to satisfy all obligations to obtain or maintain insurance maintained by pursuant to this Section 7.4(d) in respect of the Company and its Subsidiaries with respect applicable policy. If Skydance or Paramount purchases a “tail” policy prior to matters arising on or before the applicable Effective Time, covering without limitation the Contemplated Transaction Surviving Entities shall (and New Paramount shall cause the “D&O Insurance”)Surviving Entities to) maintain such tail policy in full force and effect for a period of no less than six (6) years after the applicable Effective Time and continue to honor its obligations thereunder. (de) In the event Parent or If the Surviving Corporation Paramount Entity, the Surviving Skydance Entity, or any of their respective legal successors or assigns: permitted assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Person of such consolidation or merger or (ii) transfers or otherwise conveys all or substantially all of its properties and assets to any PersonPerson or consummates any division transaction, then, and in each such case, Parent proper provisions shall ensure be made so that the legal successors and permitted assigns of Parent the Surviving Paramount Entity or the Surviving Corporation, as the case may be, Skydance Entity shall assume all of the obligations set forth in this Section 5.47.4. (ef) The provisions of this Section 4 7.4 shall survive the consummation of the Merger Transactions and are (i) may not be terminated, amended or otherwise modified in any manner that adversely affects any D&O Indemnified Person without the prior written consent of such D&O Indemnified Person. Each D&O Indemnified Person is, and is intended to be for the benefit ofbe, and a third party beneficiary of this Section 7.4, with full rights of enforcement as if a party to this Agreement. The rights of D&O Indemnified Persons in this Section 7.4 will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights that such Persons may have, including any rights pursuant to (i) the certificate of incorporation and bylaws of Paramount; (ii) the articles of organization of Skydance and the Skydance LLC Agreement; (iii) the organizational documents of the Subsidiaries of Paramount; (iv) the organizational documents of the Skydance Subsidiaries; (v) any and all indemnification agreements entered into with Paramount, Skydance, or contribution any of their respective Subsidiaries; or (vi) applicable Law (whether at Law or in equity). (g) Nothing in this Agreement is intended to, shall be construed to, or shall release, waive, or impair any right pursuant to any indemnification agreement or any directors’ and officers’, employment practices and fiduciary liability insurance claims under any policy that is or has been in existence with respect to Paramount, Skydance or any of their respective Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 7.4 is not prior to or in substitution for any such Person may have claim under such policies or agreements. For the avoidance of doubt, nothing in this Agreement shall obligate or require the Surviving Entities or any of their respective Subsidiaries to indemnify any Specified Stockholder in connection with any Legal Proceeding with respect to the Transactions, or any actions taken by contract Paramount, New Paramount or otherwiseany Merger Sub with respect thereto, other than in any Specified Stockholder’s capacity as a director of Paramount.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent agrees that it shall cause all rights the Surviving Corporation to indemnificationindemnify and hold harmless each present and former director, advancement of expenses officer and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers employee of the Company Acquired Companies against any costs or its Subsidiaries expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Acquired Companies, as provided in the Company’s certificate case may be, would have been permitted under or required by Applicable Law and their respective certificates of incorporation or bylaws (incorporation, bylaws, indemnification agreements as in effect on the date of this Agreement and that have been made available to Parent (an “Indemnification Agreement”) or other organizational documents of the Company and its Subsidiaries in effect on the date of this Agreement to indemnify such person. Parent also agrees to promptly advance expenses as incurred by each present and former director, officer and employee of the Acquired Companies to the fullest extent permitted under or required by Applicable Law and their respective certificates of incorporation, bylaws, Indemnification Agreements or other organizational documents of the Company and its Subsidiaries in effect on the date of this Agreement to advance expenses incurred by such Person upon receipt of a written undertaking by such Person or on such Person’s behalf to repay the amount paid or reimbursed if it is ultimately determined that such Person is not permitted to be indemnified under applicable Law, organizational documents of the Company and its Subsidiaries or Indemnification Agreement. Without limiting the foregoing, Parent shall cause the Surviving Corporation (i) to maintain for a period of not less than six (6) years from the Effective Time provisions in the Acquired Companies’ respective certificates of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Acquired Companies’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of Applicable Law and the certificates of incorporation, bylaws, Indemnification Agreements, and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this AgreementAgreement and (ii) and as provided not to amend, repeal or otherwise modify such provisions 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner respect that would adversely affect any Indemnified Personsthe rights of those Persons thereunder, in each case, except as required by Applicable Law. (b) Parent shall, for For a period of six (6) years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (Parent shall cause the Surviving Corporation to maintain in both amount and scope) providing substantially equivalent benefits as the current policies of effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the Acquired Companies’ directors’ and fiduciary officers’ liability insurance maintained by policies on terms not less favorable than the terms of such current insurance coverage; provided, however, that (i) the Company may and its Subsidiaries (if the Company does not) Parent and the Surviving Corporation shall cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining at or prior to the Closing Date a prepaid, non-cancelable six (6)-year “tail” policy (containing terms not less favorable than the terms of such current insurance coverage) with respect to matters arising existing or occurring at or prior to the Effective Time and (ii) if any Proceeding is asserted or made against those Persons who are currently covered by the Acquired Companies’ directors’ and officers’ liability insurance policies on or before prior to the sixth (6th) year anniversary of the Effective Time, covering without limitation any insurance required to be maintained under this Section 6.07 shall be continued in respect of such claim until the Contemplated Transaction (final disposition thereof; provided, further, that in no event shall Parent or the “D&O Insurance”)Surviving Corporation be required to expend for such policies pursuant to this sentence an aggregate or total premium amount in excess of 350% of the amount per annum the Company paid for such coverage in its last full fiscal year. (dc) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.07 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on all successors and assigns of Parent and the Surviving Corporation. In the event that Parent or the Surviving Corporation or any of their respective successors or assigns: (i) assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent proper provision shall ensure be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume succeed to the obligations set forth in this Section 5.4. (e) The provisions 6.07. In addition, Parent and the Surviving Corporation shall not distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Surviving Corporation unable to satisfy its obligations under this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise6.07.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries any other Acquired Corporation existing in favor of those the Indemnified Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or incorporation, bylaws (and other charter and organizational documents of the applicable Acquired Corporation and as provided in any indemnification agreements between the Acquired Corporations and said Indemnified Persons in effect as of the date 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)(viii) of the Company Disclosure Schedule, to shall survive the Merger Merger. All such rights and entitlements shall be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to the fullest extent available under applicable Legal Requirements for a period of six (6) years from the Effective Time, and any claim made requesting indemnification or advancement of expenses pursuant to such rights within such six (6)-year period shall continue to be subject to this Section 6.4(a) and the rights provided under Section 6.4(b) until disposition of such claim. From the Effective Time until the sixth (6th) anniversary of the Effective Time, the certificate of incorporation, bylaws and other charter and organizational documents of the Surviving Corporation and each of the other Acquired Corporations shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of individuals who were, prior to the Effective Time, Indemnified Persons as Persons, than are presently set forth in the certificate of incorporation incorporation, bylaws and bylaws other charter and organizational documents of the Company Surviving Corporation and such Subsidiarieseach of the other Acquired Corporations, and as amended through the Effective Time. From the Effective Time until the sixth (6th) anniversary of the Effective Time, such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder the rights of any such individuals under such certificate of incorporation, bylaws or other charter or organizational documents. (b) From the Effective Time until the sixth (6th) anniversary of the date on which the Effective Time occurs, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, to the fullest extent permitted under applicable Legal Requirements, indemnify and hold harmless each Indemnified Person benefited against all losses, claims, damages, liabilities, fees, expenses, judgments or fines incurred by such Indemnified Person 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 (i) a director or officer of an Acquired Corporation or (ii) serving at the request of an Acquired Corporation as an officer or director of another Person, in each case of clauses (i) and (ii), at or prior to the Effective Time. Such indemnification and hold harmless provisions without shall apply 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 person’s prior written consentmatter arising under any claim with respect to the Transactions. Parent guarantees Without limiting the full and timely performance foregoing, from the Effective Time until the sixth (6th) anniversary of the obligations date on which the Effective Time occurs, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, to the fullest extent permitted under applicable Legal Requirements, advance out-of-pocket costs and expenses (including 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 6.4(b), subject to the execution by such Indemnified Persons of unsecured undertakings in favor of the Surviving Corporation to repay such advanced costs and its Subsidiaries expenses if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 5.4(b6.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to From the Effective Time until the sixth (6th) anniversary of the Effective Time, a six-year prepaid “tail policy” on terms the Surviving Corporation shall, and conditions (Parent shall cause the Surviving Corporation to, maintain, and shall cause the other Acquired Corporations to maintain, in both amount and scope) providing substantially equivalent benefits as effect, the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries Acquired Corporations as of the date of this Agreement for the benefit of the Indemnified Persons currently covered by such existing policy with respect to matters arising their acts and omissions occurring prior to the Effective Time in their capacities as directors or officers of the Acquired Corporations or another Person at the request of an Acquired Corporation (as applicable), on terms with respect to coverage, deductibles and amounts no less favorable than the existing policy. Unless the Company has purchased a “tail” policy in accordance with this Section 6.4(c), Parent may substitute therefor policies of a reputable and financially sound insurance company containing terms and conditions, including with respect to coverage, amounts, deductibles and exclusions that are, individually and in the aggregate, no less favorable to any Indemnified Person. For the avoidance of doubt, Parent shall not substitute any “tail” policy purchased by the Company in accordance with this Section 6.4(c). In no event shall Parent or before the Surviving Corporation be required to expend an annual premium in any one (1) year in an amount in excess of 300% of the annual premium currently payable by the Acquired Corporations with respect to such current policy (the “Premium Cap”). The Parties acknowledge and agree that if the annual premiums payable for such insurance coverage exceed the Premium Cap, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, obtain a policy with the greatest coverage available for a cost equal to the Premium Cap. Notwithstanding the foregoing or anything to the contrary in this Agreement, prior to the Effective Time, covering without limitation the Contemplated Transaction Company may at its option elect to, and currently intends to, purchase a six (6)-year “tail” policy for each existing policy of the Acquired Corporations effective as of the Effective Time so long as the aggregate premium for all such “D&O Insurance”tail” policies do not exceed the Premium Cap. If such “tail” policies have been obtained, they shall be deemed to satisfy all obligations to obtain or maintain insurance pursuant to this Section 6.4(c). In the event the Company elects to purchase such a “tail policy,” the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain all such “tail” policies in full force and effect for the full term of such policies and continue to honor the Surviving Corporation’s obligations thereunder. (d) In the event If Parent or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, then Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.46.4. (e) The provisions of this Section 4 6.4 shall survive the acceptance of Shares for payment pursuant to the Offer and the consummation of the Merger and are are: (i) intended to be for the benefit of, and will shall be enforceable by, each of the Indemnified Persons and its respective their successors, assigns and heirs heirs; and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution contribution, advancement of expenses or exculpation that any such Person may have by contract or otherwise. Unless required by applicable Legal Requirement, this Section 6.4 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) Parent shall cause all rights to indemnification, advancement The Articles of expenses Incorporation and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries 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 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) Bylaws of the Surviving Corporation and its Subsidiaries to shall contain at the Effective Time the provisions no less favorable with respect to indemnification, advancement of expenses indemnification and exculpation of present and former officers, directors and employees of Target Corporation (the "Indemnified Persons as are presently Personnel") set forth in the certificate Articles of incorporation Incorporation and bylaws Bylaws of the Company Surviving Corporation attached as Exhibit B and such SubsidiariesExhibit C, and such respectively, which provisions shall not be amended, repealed or otherwise modified for a period of four (4) years after the Effective Time in any manner that would adversely affect any right the rights thereunder of persons who at any Person benefited time prior to the Effective Time were identified as prospective indemnitees under the Articles of Incorporation or Bylaws of Target Corporation in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such provisions without modification is required by applicable law (it being understood and agreed that the Surviving Corporation's indemnification obligations shall continue indefinitely with respect to any indemnity claim for which notice is given within such person’s prior written consentfour (4) year period). Parent guarantees In addition to the full indemnification and timely performance exculpation obligations set forth in the Articles of Incorporation and Bylaws, in the obligations event any claim, action, suit, proceeding or investigation is brought against any Indemnified Personnel (whether arising before or after the Effective Time), (i) the Indemnified Personnel may retain counsel satisfactory to such Indemnified Personnel and Surviving Corporation, and Surviving Corporation shall pay all reasonable fees and expenses of such counsel promptly as statements therefor are received and otherwise advance to such Indemnified Personnel upon request reimbursement of reasonable documented expenses incurred, in either case, to fullest extent and in the manner permitted by applicable law, and (ii) Surviving Corporation will use all reasonable efforts to assist in the vigorous defense of any such claim, action, suit, proceeding or investigation, including, but not limited to, making available its personnel, and provide such testimony and access to its books and records as shall be reasonably necessary to such defense. Acquiring Corporation shall cause the Surviving Corporation to fulfill such indemnification and its Subsidiaries under exculpation obligations. (b) Notwithstanding any contrary provision of this Section 5.4(bAgreement, on or before the Closing Date, Acquiring Corporation shall purchase insurance coverage extending for a period of two (2) years the directors' and officers' liability insurance coverage of Target Corporation (covering past or future claims with respect to periods prior to and including the Closing Date); provided that (i) such insurance coverage shall be effective as of the Closing Date, and Acquiring Corporation shall have no obligation hereunder in the event that the Merger is not consummated, and (ii) the annual premium payable for such insurance shall not exceed the last annual premium paid by Target Corporation for such coverage (but in such case the Surviving Company shall purchase as much coverage as possible within such price limits). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this This Section 5.4. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) 5.7 is intended to be for the benefit of, and will shall be enforceable by, each of the Indemnified Persons and its respective successorsPersonnel referred to herein, assigns and their heirs and (ii) in addition to, personal *** Indicates portions of this exhibit that have been omitted and not in substitution for, any other rights filed separately with the Securities and Exchange Commission pursuant to indemnification or contribution that any such Person may have by contract or otherwisea request for confidential treatment. representatives and shall be binding on Acquiring Corporation and the Surviving Corporation and their respective successors and assigns.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing as of the Agreement Date in favor of those Persons who are current or former directors or and officers of the Company as of the Agreement Date or its Subsidiaries at or prior to have been directors and officers of the Acceptance Time Company in the past (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, including in respect of the Transactions, 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 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company (as in effect as of the Agreement Date) and such Subsidiaries, as provided in the indemnification agreements between the Company and such provisions said Indemnified Persons set forth on Section 7.4(a) of the Company Disclosure Schedule shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any Person benefited such Indemnified Persons, and shall be observed by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of Parent, the Surviving Corporation and its Subsidiaries their successors and assigns to the fullest extent available under Delaware 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 7.4(a) and the rights provided under this Section 5.4(b7.4(a) until disposition of such claim. (b) From and after the Effective Time until the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent and the Surviving Corporation (together with their successors and assigns, the “Indemnifying Parties”) shall, to the fullest extent permitted under applicable Laws and the certificate of incorporation and bylaws of the Company (as in effect as of the Agreement Date), indemnify 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 with respect to 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 applicable Laws and the certificate of incorporation and bylaws 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 7.4(b), subject to the execution by such Indemnified Persons of appropriate undertakings in favor of the Indemnifying Parties to repay such advanced costs and expenses if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 7.4(b). (c) The 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, providing coverage no less favorable to the insureds than the policy maintained by the Company shall use commercially reasonable efforts as of the Agreement Date, for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to purchasetheir acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable), including terms with respect to coverage, deductibles and amounts no less favorable than the currently existing policy, or, at or prior to the Effective Time, Parent or the Company may (through a six-year prepaid nationally recognized insurance broker approved by Parent (such approval not to be unreasonably withheld, conditioned or delayed)) purchase a six (6)-year “tail” policy for the existing policy effective as of the Effective Time and if such “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect has been obtained, it shall be deemed to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers satisfy all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) Parent shall cause all rights The provisions of the PubCo’s Organizational Documents and PubCo Indemnification Agreements entered between PubCo and its officer and directors (“D&O Indemnified Parties”) with respect to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or present and former directors or and officers of the Company PubCo that are presently set forth in PubCo’s Organizational Documents and PubCo Indemnification Agreements shall not be amended, modified or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries 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 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law repealed for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified Effective Time in any a manner that would adversely affect any Indemnified Persons. (b) Parent shallthe rights thereunder of individuals who, for a period at or prior to the Effective Time, were officers or directors of six years from PubCo, unless such modification is required by applicable Law. The certificate of incorporation and bylaws of the Closing DateSurviving Corporation shall contain, and PubCo shall cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons present and former directors and officers as are those presently set forth in the certificate of incorporation and bylaws of PubCo. (b) From and after the Effective Time, (i) the Surviving Corporation shall fulfill and honor in all respects the obligations of the Company to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company’s Organizational Documents and pursuant to any indemnification agreements between the Company and such SubsidiariesD&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time, and such provisions (ii) PubCo shall not be amended, repealed or otherwise modified fulfill and honor in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of all respects the obligations of PubCo to its D&O Indemnified Parties as of immediately prior to the Surviving Corporation Closing pursuant to any indemnification provisions under PubCo’s Organizational Documents and its Subsidiaries under this Section 5.4(b)pursuant to any indemnification agreements between PubCo and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time. (c) The Company PubCo shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policyD&O Tail Policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as for the current policies non-cancellable extension of the directors’ and officers’ liability coverage of PubCo’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six years from and fiduciary liability insurance maintained by after the Company and its Subsidiaries Effective Time with respect to matters arising on any claim related to any period of time at or before prior to the Effective TimeTime with terms, covering without limitation conditions, retentions and limits of liability that are no less favorable than the coverage provided under PubCo’s existing policies as of the date of this Agreement with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of PubCo by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the Contemplated Transaction Transactions or in connection with PubCo’s initial public offering of shares of PubCo Common Stock). Notwithstanding the foregoing, in satisfying its obligation under this Section 6.8(c), PubCo shall not be obligated to pay a one-time premium in excess of $2,500,000 (the “D&O InsuranceCurrent Premium”); provided, however, that the D&O Tail Policy shall be as set forth on Schedule 6.9(c); provided, further, that, if the one-time premium for the D&O Tail Policy exceeds the amount contemplated above, PubCo shall obtain a D&O Tail Policy with the greatest coverage available that is consistent with the first sentence of this paragraph (c) for a cost not exceeding the amount contemplated above. (d) The provisions of this Section 6.8 are intended to be in addition to the rights otherwise available to the current and former officers and directors of PubCo and the Company by Law, charter, statute, bylaw 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. (e) In the event Parent PubCo or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent proper provision shall ensure be made so that the successors and assigns of Parent PubCo or the Surviving Corporation, as the case may be, shall assume succeed to the obligations set forth in this Section 5.4. (e) The provisions 6.8. PubCo shall cause the Surviving Corporation to perform all of the obligations of the Surviving Corporation under this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise6.8.

Indemnification of Officers and Directors. (a) Parent shall cause all rights to indemnification, advancement of expenses From and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to after 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 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)(viii) of the Company Disclosure ScheduleRadiance shall, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent authorized by the DGCL or any other applicable law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits Radiance to provide broader indemnification rights than such law permitted by Delaware law for a period Radiance to provide prior to such amendment), indemnify all directors and officers of six years from Endologix as of the Closing Dateagainst any liability or losses (including reasonable attorney's fees and costs for counsel who are reasonably acceptable to Radiance) any of them may incur from any action, which provisions governing proceeding or investigation brought against such rights individuals by existing stockholders and option holders of Endologix immediately prior to the Merger as a result of the Merger, or any of the transactions contemplated by this Agreement. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by Radiance any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, such advance shall be made only upon delivery to Radiance of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 6.9 or otherwise. Radiance shall not be amended, repealed, abrogated or otherwise modified liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). Radiance shall not be obligated pursuant to this Section 6.9 to pay the fees and disbursements of more than one counsel for all officers and directors in any manner that would adversely affect any Indemnified Personssingle action, except to the extent that, in the opinion of counsel for the officers and directors, two or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and Radiance have conflicting interests in the outcome of such action. Radiance may obtain directors' and officers' liability insurance covering its obligations under this Section 6.9. (b) Parent shallThe provisions of this Section 6.9 are intended to be for the benefit of, for a period and shall be enforceable by, each officer and director of six years from Endologix as of the Closing DateClosing, cause and his or her heirs and legal representatives, and shall be in addition to any other rights an officer and director of Endologix may have under the certificate Certificate of incorporation and bylaws (Incorporation or comparable organizational documents) Bylaws of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnificationCorporation, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in under the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed DGCL or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)otherwise. (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent Radiance or the Surviving Corporation Corporation, or any of their respective successors or assigns: , (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personperson, then, and in each such case, Parent proper provision shall ensure be made so that the successors and assigns of Parent Radiance or the Surviving Corporation, as the case may be, or at Radiance's option, Radiance, shall assume the obligations set forth in paragraph (a) of this Section 5.46.9. (ed) The provisions In the event Radiance or the, Surviving Corporation, or any of this Section 4 their respective successors or assigns, obtains directors' and officers' liability insurance covering any of their directors or officers, such insurance shall survive also cover the consummation directors and officers of Endologix as of the Merger and are (i) intended date hereof with respect to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwiseobligations hereunder.

Indemnification of Officers and Directors. (a) Parent shall cause The Parties agree that, to the fullest extent permitted by applicable Legal Requirements, all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries another Acquired Company existing in favor of those Persons who are current directors and officers of any Acquired Company as of the date of this Agreement or former have been directors or officers of any Acquired Company in the Company or its Subsidiaries at or prior to the Acceptance Time past (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time), as provided in the Company’s certificate articles of incorporation and bylaws (or bylaws applicable governing documents) of the applicable Acquired Company (as in effect as of the date of this AgreementAgreement and made available to Parent) and as provided in any the indemnification agreements between the Acquired Company and said such Indemnified Persons (as set forth on Section 5.5(a) of the Company Disclosure Letter and in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of Agreement made available by the Company Disclosure Scheduleto Parent or Parent’s Representatives prior to the date of this Agreement, to shall survive the Merger Closing and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions under applicable Legal Requirements shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any Person benefited by such provisions Indemnified Persons with respect to indemnification, advancement of expenses and exculpation without such personan affected Person’s prior written consent. Parent guarantees the full , and timely performance of the obligations of shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under applicable Legal Requirements 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 5.5(a) and the rights provided under this Section 5.4(b5.5(a) until disposition of such claim (even if after such six (6)-year period). (b) From the Effective Time until the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent and the Surviving Corporation (together with their successors and assigns, the “Indemnifying Parties”) shall, to the fullest extent permitted under applicable Legal Requirements, indemnify and hold harmless each Indemnified Person in his or her capacity as an officer or director of an Acquired Company against all losses, claims, damages, liabilities, fees, expenses (including reasonable and documented attorneys’ fees), judgments, amounts paid in settlement or fines incurred by such Indemnified Person 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 (or any acts or omissions by such Indemnified Person in his her or capacity as) a director or officer of an Acquired 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 with respect to 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 applicable Legal Requirements, 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 5.5(b) within thirty (30) days after receipt by Parent of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of the Indemnifying Parties to repay such advanced costs and expenses if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 5.5(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to From the Effective Time until the sixth (6th) anniversary of the Effective Time, a six-year prepaid “tail policy” on terms the Surviving Corporation shall, and conditions Parent shall (i) cause the Surviving Corporation to, maintain in both amount and scope) providing substantially equivalent benefits as effect the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Acquired Companies as of the date of this Agreement (a true and complete copy of which has been made available by the Company and its Subsidiaries to Parent or Parent’s Representatives prior to the date of this Agreement) for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to matters arising their acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable) on terms with respect to coverage, deductibles and amounts no less favorable than such existing policy or before (ii) at Parent’s or the Company’s election, Parent or the Company, as applicable, may (through a nationally recognized insurance broker) purchase a six (6)-year “tail” policy for the existing policy, effective as of the Effective Time, covering without limitation and if such “tail policy” has been obtained, it shall be deemed to satisfy all obligations to obtain or maintain insurance pursuant to this Section 5.5(c). Notwithstanding anything to the Contemplated Transaction (the “D&O Insurance”contrary in this Section 5.5(c). (d) In the , in no event Parent or shall the Surviving Corporation or any be required to expend an amount in excess of their respective successors or assigns: three hundred percent (i300%) consolidates of the annual premium currently payable by the Acquired Companies as of the date of this Agreement with or merges into any other Person and shall not be respect to such existing policy, it being understood that if the continuing or surviving corporation or entity of annual premiums payable for such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each insurance coverage exceeds such caseamount, Parent shall ensure that the successors and assigns of Parent or be obligated to cause the Surviving Corporation, as Corporation to obtain a policy with the case may be, shall assume the obligations set forth in this Section 5.4greatest coverage available for a cost equal to such amount. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) Parent shall cause all rights to indemnification, advancement of expenses From and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to after 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 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)(viii) of the Company Disclosure ScheduleCVD shall, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent authorized by the DGCL or any other applicable law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits CVD to provide broader indemnification rights than such law permitted by Delaware law for a period CVD to provide prior to such amendment), indemnify all directors and officers of six years from Radiance as of the Closing Dateagainst any liability or losses (including reasonable attorney's fees for counsel who are reasonably acceptable to CVD) any of them may incur from any action, which provisions governing proceeding or investigation brought against such rights individuals by existing stockholders and option holders of Radiance immediately prior to the Merger as a result of the Merger, or any of the transactions contemplated by this Agreement. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by CVD any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, such advance shall be made only upon delivery to CVD of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 6.11 or otherwise. CVD shall not be amended, repealed, abrogated or otherwise modified liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). CVD shall not be obligated pursuant to this Section 6.11 to pay the fees and disbursements of more than one counsel for all officers and directors in any manner that would adversely affect any Indemnified Personssingle action, except to the extent that, in the opinion of counsel for the officers and directors, two or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and CVD have conflicting interests in the outcome of such action. CVD may obtain directors' and officers' liability insurance covering its obligations under this Section 6.11. (b) Parent shallThe provisions of this Section 6.11 are intended to be for the benefit of, for a period and shall be enforceable by, each officer and director of six years from Radiance as of the Closing DateClosing, cause and his or her heirs and legal representatives, and shall be in addition to any other rights an officer and director of Radiance may have under the certificate Certificate of incorporation and bylaws (Incorporation or comparable organizational documents) Bylaws of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnificationCorporation, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in under the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed DGCL or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)otherwise. (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent CVD or the Surviving Corporation Corporation, or any of their respective successors or assigns: , (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personperson, then, and in each such case, Parent proper provision shall ensure be made so that the successors and assigns of Parent CVD or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.as

Indemnification of Officers and Directors. (a) Parent shall cause The Parties agree that, to the fullest extent permitted by applicable Legal Requirements, all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries another Acquired Corporation existing in favor of those Persons who are current directors and officers of any Acquired Corporation as of the date of this Agreement or former have been directors or officers of any Acquired Corporation in the Company or its Subsidiaries at or prior to the Acceptance Time past (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time), as provided in the Company’s certificate of incorporation and bylaws (or bylaws applicable governing documents) of the applicable Acquired Corporation (as in effect as of the date of this Agreement) and as provided in any the indemnification agreements between the Company Acquired Corporation and said Indemnified Persons (as to the extent set forth on Section 5.5(a) of the Company Disclosure Letter and in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the forms made available by the Company Disclosure Scheduleto Parent or Parent’s Representatives prior to the date of this Agreement, to shall survive the Merger Closing and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions under applicable Legal Requirements shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any Person benefited such Indemnified Persons, and shall be observed by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries to the fullest extent available under applicable Legal Requirements for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 5.5(a) and the rights provided under this Section 5.4(b5.5(a) until disposition of such claim (even if after such six-year period). (b) Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent shall (and Parent shall cause the Surviving Corporation to) (i) indemnify, defend, hold harmless and advance expenses to the Indemnified Persons with respect to all facts, events, acts or omissions by them in their capacities as such at any time prior to and including the Effective Time (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent that the Acquired Corporations would be permitted by applicable Legal Requirement; and (ii) pay in advance of the final disposition of any action against any Indemnified Persons the expenses (including reasonable attorneys’ fees) of any Indemnified Persons upon receipt, if required by the DGCL, the Surviving Corporation’s organizational documents or any applicable indemnification agreement, of a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that such Indemnified Persons is not permitted to be indemnified under applicable Legal Requirements. (c) The Company shall use commercially reasonable efforts to purchase, prior to From the Effective Time until the sixth anniversary of the Effective Time, a six-year prepaid “tail policy” on terms the Surviving Corporation shall, and conditions (Parent shall cause the Surviving Corporation to, maintain in both amount and scope) providing substantially equivalent benefits as effect the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Acquired Corporations as of the date of this Agreement (an accurate and complete copy of which has been made available by the Company and its Subsidiaries to Parent or Parent’s Representatives prior to the date of this Agreement) for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to matters arising their acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable) on terms with respect to coverage, deductibles and amounts no less favorable than such existing policy. At Parent or before the Company’s election prior to the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event Parent or the Surviving Corporation or any Company, as applicable, may (through a nationally recognized insurance broker) purchase a six-year “tail” policy for the existing policy, effective as of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, thenEffective Time, and in each if such case“tail policy” has been obtained, Parent it shall ensure that be deemed to satisfy all obligations to obtain or maintain insurance pursuant to this Section 5.5(c). Notwithstanding anything to the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth contrary in this Section 5.4. (e) The provisions of this Section 4 5.5(c), in no event shall survive the consummation of the Merger and are (i) intended Surviving Corporation be required to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) expend in addition to, and not any one year an amount in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.excess

Indemnification of Officers and Directors. (a) Parent shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by From the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers Effective Time through the seventh anniversary of the Company date on which the Effective Time occurs, each of Cellect and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless each person who is now, or its Subsidiaries has been at or any time prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officersdate hereof, employees or agents of the Company or its Subsidiaries occurring who becomes prior to the Effective Time, as provided a director or officer of Cellect (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the Company’s certificate fact that the D&O Indemnified Party is or was a director or officer of incorporation Cellect, whether asserted or bylaws (as in effect as of claimed prior to, at or after the date 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)(viii) of the Company Disclosure ScheduleEffective Time, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period under the Companies Law and in the case of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified PersonsSurviving Corporation to the fullest extent permitted under the DGCL. (b) Parent shallThe Articles of Association of Cellect and the certificate of incorporation and bylaws of the Surviving Corporation shall contain, for a period of six years from the Closing Date, and Cellect shall cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as present and former directors and officers of each of Cellect than are presently set forth in the Articles of Association of Cellect and the certificate of incorporation and bylaws of the Company and such SubsidiariesQuoin, and such as applicable, which provisions shall not be amended, modified or repealed or otherwise modified for a period of seven years’ time from the Effective Time in any a manner that would adversely affect any right the rights thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchaseindividuals who, at or prior to the Effective Time, were officers or directors of Cellect. (c) Cellect shall purchase a six-year prepaid “tail policytail” on insurance policy for Cellect’s officers and directors with an effective date as of the Closing Date, which shall remain effective for seven years following the Closing Date, with at least the same coverage and amounts and containing the same terms and conditions (in both amount that are not less favorable to the Cellect officers and scope) providing substantially equivalent benefits as directors than the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “Existing Cellect D&O Insurance”)Policies. (d) Cellect shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by the persons referred to in this Section 5.6 in connection with their enforcement of their rights provided in this Section 5.6 (e) The provisions of this Section 5.6 are intended to be in addition to the rights otherwise available to the D&O Indemnified Parties by law, charter, statute, bylaw, Articles of Association or agreement. The obligations of Cellect under this Section 5.6 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party to whom this Section 5.6 applies without the consent of such affected D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties to whom this Section 5.6 applies, as well as their heirs and representatives, shall be third party beneficiaries of this Section 5.6, each of whom may enforce the provisions of this Section 5.6). (f) In the event Parent Cellect or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent proper provision shall ensure be made so that the successors and assigns of Parent Cellect or the Surviving Corporation, as the case may be, shall assume succeed to the obligations set forth in this Section 5.4. (e) The provisions 5.6. Cellect shall cause the Surviving Corporation to perform all of the obligations of the Surviving Corporation under this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise5.6.

Indemnification of Officers and Directors. (a) Parent shall cause all rights to indemnification, advancement of expenses From and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to after the Effective Time, the Surviving Corporation shall fulfill and honor in all respects the obligations of the Acquired Companies pursuant to any indemnification provisions under the Governing Documents of the Acquired Companies as provided in effect on the date of this Agreement and pursuant to any indemnity agreements between any Acquired Company and any Person as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions, and all other current and former directors and officers of the Company, being referred to collectively as the “D&O Indemnified Parties”). The Purchaser shall cause the Governing Documents of the Merger Sub and the Surviving Corporation to contain the provisions with respect to indemnification and exculpation from liability at least as favorable to the D&O Indemnified Parties as set forth in the Company’s certificate of incorporation or bylaws (as in effect as of Governing Documents on the date 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect any right the rights thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the D&O Indemnified Party. (b) The Surviving Corporation shall pay all reasonable documented out-of-pocket expenses, including reasonable attorneys’ fees, actually incurred by the D&O Indemnified Parties in enforcing the indemnity and its Subsidiaries under other obligations provided for in this Section 5.4(b)6.17. (c) The Company shall use commercially reasonable efforts to purchase, prior Prior to the Effective Time, the Company shall purchase and fully pay for, including paying all premiums in advance, tail insurance providing coverage for a six-year prepaid “tail policy” period of six years after the Effective Time on the same terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance indemnification maintained by the Company and its Subsidiaries with respect to matters claims arising on from or related to facts or events which occurred at or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In This Section 6.17 shall survive the event Parent or consummation of the Merger and the Effective Time, is intended to benefit and may be enforced by the Company, the Purchaser, the Surviving Corporation or any and the D&O Indemnified Parties, and shall be binding on all successors and assigns of their respective successors or assigns: the Purchaser and the Surviving Corporation. (e) If the Surviving Corporation (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent the Purchaser shall ensure cause the Surviving Corporation to make proper provision so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, Corporation shall assume the obligations of the Surviving Corporation set forth in this Section 5.46.17. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent shall cause and the Surviving Corporation will fulfill and honor in all respects all rights to indemnification, exculpation or advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, fiduciary, or agent of Parent or the Company provided for in the respective organizational documents of Parent and the Company in effect as of the date hereof, and shall continue to be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such 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 Persons currently in the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Parent 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 individuals who are current at any time prior to the Effective Time was a director, officer, employee, fiduciary, or former directors or officers agent of the Company in respect of actions or its Subsidiaries omissions occurring at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in unless such modification is required by applicable Laws. From and after the Company’s certificate of incorporation or bylaws (as in effect as Effective Time, Parent and the Surviving Corporation also agree, jointly and severally, to indemnify and hold harmless the present and former officers, directors, employees, fiduciaries and agents of the date Company in respect of this Agreementacts or omissions occurring prior to the Effective Time to the extent (i) and as provided in any existing indemnification agreements between the Company and said Indemnified Persons such individuals, or (ii) required by the Company Charter or the Company Bylaws, in each case as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries immediately prior to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified PersonsEffective Time. (b) Parent shallThe provisions of this Section 5.6 are intended to be for the benefit of, for a period of six years from the Closing Dateand shall be enforceable by, cause the certificate of incorporation and bylaws (or comparable organizational documents) each of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiariesindemnified hereby, and such provisions shall his or her heirs and Representatives, and may not be amended, altered or repealed or otherwise modified in any manner that would adversely affect any right thereunder without the written consent of any such Person benefited affected by such amendment, alteration or repeal. The provisions without such person’s prior written consent. Parent guarantees in this Section 5.6 are intended to be in addition to the full and timely performance rights otherwise available to the current directors, officers, employees, fiduciaries and/or agents of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)Company by Laws, charters, bylaws or agreements. (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the event If Parent or the Surviving Corporation or any of their respective the successors or assigns: assigns of Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent to the extent necessary, proper provision shall ensure be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.45.6. (e) The provisions of this Section 4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) For a period of six years from the Effective Time, Parent shall cause agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities by for acts or omissions occurring at or prior to the Company Effective Time (whether asserted or its Subsidiaries claimed prior to, at or after the Effective Time) now existing in favor of those Persons who are the current or former directors or officers of the Company any Acquired Corporation and any indemnification or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officersother similar agreements of any Acquired Corporation, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or bylaws (each case as in effect as of on the date of this Agreement) , shall continue in full force and as provided effect in any indemnification agreements between accordance with their terms, and Parent shall cause the Company and said Indemnified Persons (as in effect as of the date of this Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, Acquired Corporations to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights perform their obligations thereunder. Parent shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation incorporation, bylaws and bylaws (or comparable other charter and organizational documents) documents of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of director, officer and employee (or comparable) liability that are no less favorable to the Indemnified Persons as are presently than those set forth in the certificate of incorporation and bylaws any Acquired Corporations’ organizational documents as of the Company and such SubsidiariesEffective Time, and such which provisions thereafter shall not not, for a period of at least six years from the Effective Time, be amended, altered, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any Person benefited the Indemnified Persons, except as required by such provisions without such person’s prior written consentapplicable Legal Requirements. Without limiting the foregoing, from and after the Effective Time, Parent guarantees the full and timely performance of the obligations of shall cause the Surviving Corporation and its Subsidiaries to indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of any Acquired Corporation or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Corporation as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of any Acquired Corporation or is or was serving at the request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under this Section 5.4(b)applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation or its Subsidiaries, as applicable; provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL, to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnification and (y) the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter. (cb) The Prior to the Closing Date, in consultation with Parent, the Company shall use commercially reasonable efforts to purchase, purchase (and if the Company does not purchase prior to the Closing Date, the Surviving Corporation may purchase on the Closing Date, in lieu of complying with the final sentence of this Section 6.5(b)),“tail” directors’ and officers’ liability insurance for the Acquired Corporations and their current and former directors and officers who are currently covered by the directors’ and officers’ liability insurance coverage currently maintained by or for the benefit of the Acquired Corporations, 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 coverage currently maintained by or for the benefit of the Acquired Corporations with respect to claims arising from facts or events that occurred at or before the Effective Time; provided that in no event shall the cost of any such tail insurance exceed the Maximum Amount. Parent and the Surviving Corporation shall maintain such insurance policy in full force and effect for a period of six years following the Closing Date, and continue to honor the obligations thereunder. In the event that as of the Closing Date the “tail” directors’ and officers’ liability insurance policy under the first sentence of this Section 6.5(b) has not been purchased, for a period of six years from and after the Effective Time, a six-year prepaid “tail policy” on terms Parent and conditions (the Surviving Corporation shall either cause to be maintained in both amount and scope) providing substantially equivalent benefits as effect the current policies of directors’ and officers’ liability insurance maintained by or for the benefit of the Acquired Corporations or provide substitute policies for the Acquired Corporations and fiduciary their current and former directors and officers who are currently covered by the directors’ and officers’ liability insurance coverage currently maintained by or for the Company benefit of the Acquired Corporations, in either case, of not less than the existing coverage and its Subsidiaries having other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance coverage currently maintained by or for the benefit of the Acquired Corporations with respect to matters claims arising on from facts or events that occurred at or before the Effective TimeTime (with insurance carriers having at least an “A” financial strength rating by A.M. Best with respect to directors’ and officers’ liability insurance), covering without limitation the Contemplated Transaction (the “D&O Insurance”). (d) In the except that in no event shall Parent or the Surviving Corporation be required to pay with respect to such insurance policies more than 350% of the aggregate annual premium most recently paid by the Acquired Corporations prior to the date of this Agreement (the “Maximum Amount”), and if the Surviving Corporation is unable to obtain the insurance required by this Section 6.5(b) it shall obtain as much comparable insurance as possible for the years within such six-year period for a premium equal to the Maximum Amount. (c) In the event that any Acquired Corporation or any of their respective its successors or assigns: assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and then in each such case, Parent the Acquired Corporation, as applicable, shall ensure cause proper provision to be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall such Acquired Corporation assume the obligations set forth in this Section 5.46.5. (ed) The provisions of this Section 4 6.5 (i) shall survive the acceptance of Shares for payment pursuant to the Offer and the consummation of the Merger and (ii) are (i) intended to be for the benefit of, and will be enforceable by, each of indemnified or insured party (including the Indemnified Persons and its respective Persons), his or her heirs, successors, assigns and heirs representatives, and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification indemnification, advancement of expenses, exculpation or contribution 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) For a period of six (6) years from the Effective Time, Parent shall cause agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities by for acts or omissions occurring at or prior to the Company or its Subsidiaries Effective Time now existing in favor of those Persons who are the current or former directors or officers of the Company Acquired Companies and any director or its Subsidiaries at or officer of the Acquired Companies who commences serving in such capacity following the date hereof and prior to the Acceptance Effective Time in accordance with the terms hereof (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees provided in any articles of incorporation or agents bylaws or comparable organizational document of the Company or any of its Subsidiaries occurring prior to the Effective TimeSubsidiaries, as provided in the Company’s certificate of incorporation or bylaws (each case as in effect as of on the date of this Agreement) and as provided in , or pursuant to any indemnification agreements between the Company and said Indemnified Persons (as other Contracts in effect as of on the date of this Agreement) identified hereof and disclosed in Part 2.10(a)(viiiSection 5.5(a) of the Company Disclosure Schedule, to shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and be observed shall remain in full force and performed by effect in accordance with their terms. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees that it will, indemnify and hold harmless each Indemnified Person, against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim or Legal Proceeding, whether civil, criminal, administrative or investigative, arising in whole or in part out of actions or omissions in such Indemnified Persons capacity as a director or officer of the Company occurring at or prior to the Effective Time (including in connection with the transactions contemplated by this Agreement). In the event of any such claim or Legal Proceeding, each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim or Legal Proceeding from the Surviving Corporation, in accordance with the organizational documents and any applicable Subsidiaries indemnification or other similar Contract of the Surviving Corporation, in each case as in effect on the date of this Agreement; provided, that any Indemnified Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnification. Notwithstanding anything to the fullest extent permitted by Delaware law contrary set forth in this Section 5.5(a) or elsewhere in this Agreement, neither the Surviving Corporation nor any of its Affiliates (including Parent) shall be liable for a period of six years from the Closing Date, any settlement effected without their prior written consent (which provisions governing such rights consent shall not be amendedunreasonably withheld, repealed, abrogated delayed or otherwise modified in any manner that would adversely affect any Indemnified Personsconditioned). (b) Parent shall, for a period of six years from Prior to the Closing Date, cause the certificate of incorporation Company shall purchase a “tail” directors’ and bylaws (officers’ liability insurance policy and fiduciary liability insurance policy for the Acquired Companies and their current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by the Acquired Companies from a carrier with a credit rating that is the same as or comparable organizational documents) better than that of the Surviving Corporation Company’s current directors’ and its Subsidiaries officers’ liability insurance carrier, such “tail” policy to contain provisions no provide coverage for six (6) years following the Effective Time in an amount not less than the existing coverage and to have other terms not less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b). (c) The Company shall use commercially reasonable efforts to purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as insured persons than the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by the Company and its Subsidiaries Acquired Companies with respect to matters claims arising on from facts or events that occurred at or before the Effective Time; provided, covering without limitation however, that in no event shall the Contemplated Transaction (cost of any such “tail policy” exceed 300% of the “D&O Insurance”)aggregate annual premium most recently paid by the Acquired Companies prior to the date of this Agreement for such insurance. (dc) In the event Parent or that the Surviving Corporation or any of their respective its successors or assigns: assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity Entity of such consolidation or merger merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent the Surviving Corporation shall ensure cause proper provision to be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall Corporation assume the obligations set forth in this Section 5.45.5. (ed) The provisions of this Section 4 5.5 (i) shall survive the consummation of the Merger and Merger; (ii) are (i) intended to be for the benefit of, and will be enforceable by, each of indemnified or insured party (including the Indemnified Persons and its respective Persons), his or her heirs, successors, assigns and heirs representatives; and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification indemnification, advancement of expenses, exculpation or contribution that any such Person may have by contract Contract or otherwise. Unless required by applicable Legal Requirement, this Section 5.5 may not be amended, altered or repealed after the Effective 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) Parent shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries 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 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)(viii) of the Company Disclosure Schedule, to survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such SubsidiariesCompany, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b5.4(a). (c) The From the Acceptance Time until the sixth anniversary of the date on which the Merger becomes effective, the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions as directors and officers of the Company shall use commercially reasonable efforts to purchase, occurring prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies existing policy of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect as of the date of this Agreement in the form Made Available by the Company to matters arising on Parent prior to the date of this Agreement (the “Existing D&O Policy”); provided, however, that: (i) the Surviving Corporation may substitute for the Existing D&O Policy a fully prepaid policy or before policies of comparable coverage or purchase a six year “tail policy” for the Effective Time, covering without limitation the Contemplated Transaction Existing D&O Policy (the “D&O InsuranceTail Policy”); (ii) the Surviving Corporation shall not be required to pay annual premiums for the Existing D&O Policy (or for any D&O Tail Policy) in excess of 300% of the annual premiums most recently paid by the Company for such insurance (the “Maximum Premium”); and (iii) if requested by Parent, the Company shall issue a broker of record letter acceptable to Parent permitting Parent’s insurance broker to negotiate and place the D&O Tail Policy, Parent shall have the right to negotiate such coverage and the Company shall reasonably cooperate therewith; provided, that the Company may, at its sole option and after giving written notice to Parent at least two Business Days prior to the Acceptance Time, purchase a D&O Tail Policy prior to the Acceptance Time for a premium not to exceed the Maximum Premium. In the event any future annual premiums for the Existing D&O Policy (or any D&O Tail Policy) exceed the Maximum Premium, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing D&O Policy (or any D&O Tail Policy) to the amount of coverage that can be obtained for a premium equal to the Maximum Premium. (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (e) The provisions of this Section 4 5.4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and its respective their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company as of the date of this Agreement or its Subsidiaries at have been directors or prior to officers of the Acceptance Time Company in the past (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in any the indemnification agreements between the Company and said Indemnified Persons (as set forth on Section 6.6(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement, the “Indemnification Agreements”) identified in Part 2.10(a)(viii) of the forms made available by the Company Disclosure Scheduleto Parent prior to the date of this Agreement, to shall survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shall, for a period of six years from the Closing Date, cause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any Person benefited such Indemnified Persons, and shall be observed by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware law or other applicable Legal Requirements for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 6.6(a) and the rights provided under this Section 5.4(b6.6(a) until disposition of such claim. (b) From the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, Parent and the Surviving Corporation (together with their successors and assigns, the “Indemnifying Parties”) shall, to the fullest extent that the Company would have been required to indemnify such person under Delaware law or other applicable Legal Requirements, the Company’s certificate of incorporation or bylaws (as in effect on the date of this Agreement) or the Indemnification Agreements, indemnify 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, 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 with respect to the Transactions. Without limiting the foregoing, from the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, the Indemnifying Parties shall also, to the fullest extent that the Company would have been required to advance costs and expenses to such person under Delaware law or other applicable Legal Requirements, the Company’s certificate of incorporation or bylaws (as in effect on the date of this Agreement) or the Indemnification Agreements, 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 6.6(b) within 15 days after receipt by Parent of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of the Indemnifying Parties to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 6.6(b). (c) The Company shall use commercially reasonable efforts to purchase, prior Prior to the Effective Time, the Company shall, in consultation with Parent and through a nationally recognized insurance broker approved by Parent (such approval not to be unreasonably withheld, delayed or conditioned), (i) purchase a six-year prepaid “tail policytail” on terms and conditions (policy for the existing policy effective as of the Effective Time); provided, that in both no event shall the Company be required to expend an amount and scope) providing substantially equivalent benefits as in excess of 300% of the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained annual premium currently payable by the Company and its Subsidiaries with respect to matters arising on or before the Effective Timesuch current policy; and (ii) obtain quotes for run-off fiduciary liability (six year), covering without limitation the Contemplated Transaction cyber liability (the “D&O Insurance”)six year) and pension trust liability insurance policies. (d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 5.46.6. (e) The provisions of this Section 4 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 shall be enforceable by, each of the Indemnified Persons and its respective their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification indemnification, advancement or contribution that any such Person may have by contract or otherwise. Unless required by applicable Legal Requirement, this Section 6.6 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. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.6 is not prior to or in substitution for any such claims under such policies.

Indemnification of Officers and Directors. (a) Parent shall cause all All rights to indemnification, advancement of expenses expenses, and exculpation from liabilities by the Company or its and Company Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries any Company Subsidiary as of the date of this Agreement, have been directors or officers of the Company or any Company Subsidiary at any time at or prior to the Acceptance Effective Time or are or were director or officers of the Company or any Company Subsidiary and are or were at any time at or prior to the Effective Time, serving, at the request or with the knowledge and consent of the Company or any Company Subsidiary, as a director, officer, member, manager or fiduciary of any other Person (collectively, the “Indemnified Persons”) for their acts and omissions as directors and officers, employees in such capacities occurring at or agents of the Company or its Subsidiaries occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation and bylaws of the Company or bylaws any Company Subsidiary (as in effect as of the Effective Time) or in any indemnification agreements between the Company or any Company Subsidiary and said Indemnified Persons (in effect as of the date of this AgreementAgreement and made available to Parent) 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)(viii) of the Company Disclosure Schedule, to shall survive the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified for a period of six (6) years from the Effective Time in any manner that would could adversely affect the rights thereunder of any Indemnified PersonsPerson in such capacities, and the Surviving Corporation and its Subsidiaries shall be bound to the fullest extent available under Delaware Law or other applicable 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 6.04(a) and the rights provided under this Section 6.04(a) until full and final disposition of such claim. (b) For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation (together with their successors and assigns, the “Indemnifying Parties”) shall, to the fullest extent permitted under Delaware Law or other applicable Law, indemnify, defend and hold harmless each Indemnified Person against all losses, claims, damages, liabilities, fees, costs, expenses, judgments, or fines incurred by such Indemnified Person in connection with any pending or threatened Legal Proceeding if and to the extent based on, arising out of, or relating to, in whole or in part, the fact that such Indemnified Person is or was a director or officer of the Company or any Company Subsidiary at or prior to the Effective Time or such Indemnified Person is or was serving, at the request or with the knowledge and consent of the Company or any Company Subsidiary, as a director, officer, member, manager or fiduciary of any other Person 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 with respect to the Transactions. Without limiting the foregoing, for a period of six (6) years from the Closing DateEffective Time, cause the certificate Indemnifying Parties shall also, to the fullest extent permitted under applicable Law, 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 6.04(b) within fifteen (15) days after receipt by Parent of incorporation a written request for such advance, subject to the execution by such Indemnified Persons of an appropriate undertaking (which shall not require any security) in favor of the Indemnifying Parties to repay such advanced costs and bylaws (or comparable organizational documents) expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 6.04(b); provided, however, that Parent and the Surviving Corporation and its Subsidiaries shall be obligated pursuant to contain provisions no less favorable this Section 6.04(b) to pay for only one firm of legal counsel for all Indemnified Parties in any jurisdiction unless the use of one legal counsel for such Indemnified Parties would present such legal counsel with a conflict under applicable professional responsibility rules (in which case the fewest number of legal counsels necessary to avoid such conflict shall be used). Notwithstanding the foregoing, (i) with respect to any Legal Proceeding where indemnification is sought by an Indemnified Party, such Indemnified Party shall not compromise, settle or come to an arrangement regarding, or agree to compromise, settle or come to an arrangement regarding such Legal Proceeding, without the written consent of the Indemnifying Parties (which consent will not be unreasonably withheld, conditioned or delayed), and (ii) with respect any Legal Proceeding where indemnification is sought by an Indemnified Party or an Indemnified Party could have sought indemnification, advancement the Indemnifying Parties shall not compromise, settle or come to an arrangement regarding, or agree to compromise, settle or come to an arrangement regarding such Legal Proceeding, without the written consent of expenses and exculpation of such Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall (which consent will not be amendedunreasonably withheld, repealed conditioned or otherwise modified in any manner that would adversely affect any right thereunder delayed) unless such compromise, settlement or arrangement includes a full and unconditional release of any Person benefited all such Indemnified Persons and no admission or acknowledgement of fault or wrongdoing by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(b)Indemnified Persons. (c) The Company shall use commercially reasonable efforts to purchase, prior to For a period of six (6) years from the Effective Time, a six-year prepaid “tail policy” on terms the Surviving Corporation shall, and conditions (Parent shall cause the Surviving Corporation to, maintain in both amount and scope) providing substantially equivalent benefits as the current policies of effect directors’ and officers’ liability, employment practices liability and fiduciary liability insurance covering the Indemnified Persons and the other natural Persons who are covered by the directors’ and officers’ liability, employment practices liability and fiduciary liability insurance maintained by the Company and its Subsidiaries as of the date of this Agreement (such insurance “Current Insurance”) with respect to matters arising on acts and omissions occurring at or before prior to the Effective Time, covering without limitation on terms and conditions, including limits and retentions, no less favorable to the Contemplated Transaction insureds thereunder than the Current Insurance; provided that in no event shall the Surviving Corporation be required to expend for any one policy year an aggregate annual premium for such insurance in excess of three hundred percent (300%) of the premium for the Current Insurance (the “D&O InsuranceMaximum Amount”); provided, further, that if such insurance is not available or the aggregate annual premium for such insurance exceeds the Maximum Amount, then the Surviving Corporation shall obtain the greatest coverage available for a cost equal to the Maximum Amount. In lieu of the foregoing, at or prior to the Effective Time, the Company may, or the Company shall at Parent’s request, purchase directors’ and officers’ liability, employment practices liability and fiduciary liability “tail” insurance with a reporting period of six (6) years from the Effective Time covering the Indemnified Persons and the other natural Persons who are covered by the Current Insurance with respect to acts or omissions occurring at or prior to the Effective Time, on terms and conditions, including limits and retentions, no less favorable to the insureds thereunder than the Current Insurance; provided that the aggregate premium for such “tail” insurance shall not exceed the Maximum Amount; provided, further, that if such “tail” insurance is not available or the aggregate premium for such “tail” insurance exceeds the Maximum Amount, then the Company may obtain the greatest coverage available for a cost not exceeding the Maximum Amount. (d) In the event If Parent or the Surviving Corporation or any of their respective legal successors or assigns: permitted assigns (i) consolidates with or merges merge into any other Person and shall not be the continuing or surviving corporation or entity Person of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent proper provisions shall ensure be made so that the legal successors and permitted assigns of Parent or the Surviving Corporation, as the case may be, Corporation shall assume all of the obligations set forth in this Section 5.46.04. (e) The provisions of this Section 4 6.04 shall survive the consummation of the Merger Transactions and are (i) intended to be for the benefit of, and will shall be enforceable by, each of the Indemnified Persons and its respective their successors, assigns assigns, and heirs and (ii) in addition to, and not in substitution for, any other rights right to indemnification insurance, indemnification, advancement, or contribution that any such Person may have by contract or otherwise. (f) Nothing in this Agreement is intended to, shall be construed to, or shall release, waive, or impair any right to any insurance under any policy that is or has been in existence with respect to the Company or any Company Subsidiary for any of their respective directors, officers, members, managers or employees, it being understood and agreed that the indemnification provided for in this Section 6.04 is not in substitution for any such insurance.

Indemnification of Officers and Directors. (a) Parent shall cause all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Acceptance Time (the “Indemnified Persons”) for their acts and omissions as directors and officers, employees or agents of the Company or its Subsidiaries 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 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)(viii) of the Company Disclosure Schedule, to survive If the Merger and be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the fullest extent permitted by Delaware law for a period of six years from the Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in any manner that would adversely affect any Indemnified Persons. (b) Parent shallis consummated, for a period of six (6) years from following the Closing DateEffective Time (the “Post‑Closing Indemnification Period”), Parent shall cause the Final Surviving Entity or its successor to cause its certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnificationindemnification and exculpation of, and advancement of expenses to, officers and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws directors of the Company and such Subsidiariesits subsidiaries (the “Company Indemnified Parties”) that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the Certificate of Incorporation and Bylaws for the benefit of officers and directors of the Company as of the date hereof, and during the Post‑Closing Indemnification Period, such provisions shall not not, unless required by applicable law, be amended, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance Company Indemnified Parties; provided, that in the event that due to dissolution of the obligations Final Surviving Entity or divestiture of its assets, Parent is the successor, the Indemnified Parties shall have the benefit of the Surviving Corporation provisions with respect to indemnification and its Subsidiaries under this Section 5.4(b)exculpation of, and advancement of expenses to the Company Indemnified Parties in Parent’s certificate of incorporation and bylaws through the Post‑Closing Indemnification Period. (cb) The Company shall use commercially reasonable efforts to purchaseIf the Merger is consummated, prior to for a period of six (6) years after the Effective Time, a six-year prepaid “tail policy” on terms and conditions (Parent will cause the Final Surviving Entity or its successor to maintain in both amount and scope) providing substantially equivalent benefits as effect the Company’s current policies of directors’ and officers’ liability insurance covering those persons who are currently covered by the Company’s directors’ and fiduciary officers’ liability insurance maintained policy (copies of which have been made available by the Company to Parent and its Subsidiaries representatives prior to the date hereof) for acts or omissions occurring prior to the Effective Time on terms comparable to those of such policy in effect on the date hereof; provided, that the Company shall purchase, prior to or concurrent with respect to matters arising on the Closing, a prepaid policy or before policies (i.e., “tail coverage”) that will remain in effect for a period of six (6) years after the Effective Time, covering without limitation the Contemplated material terms of which, including coverage and amount, are comparable to those of such policy currently in effect on the date hereof, and, unless Parent consents in writing, the annual premium of which does not exceed 200% of the annual premium currently paid by the Company for such coverage; provided, further, that to the extent any payments with respect to such tail coverage have not been made by the Company prior to or concurrent with the Closing, then such payments shall be deemed Transaction (the “D&O Insurance”)Expenses. (dc) In the event Parent or the Surviving Corporation or any The rights of their respective successors or assigns: (i) consolidates with or merges into any other Person and each Company Indemnified Party under this Section 6.16 shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets in addition to any Personrights such Person may have under the Charter Documents, then, and under Delaware or other applicable law or under any agreement of any Company Indemnified Party with the Company that is listed in each such case, Parent shall ensure that Section 6.18(c) of the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.4. (e) The provisions of this Section 4 Company Disclosure Schedule. These rights shall survive the consummation of the Merger and are (i) intended to be for the benefit ofbenefit, and will shall be enforceable by, each of the Company Indemnified Persons Party, his or her heirs and its respective successorshis or her personal representatives, successors or assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person person may have by contract or otherwise. (d) Notwithstanding anything herein to the contrary, the obligations of Parent and the Final Surviving Entity or its successor (i) shall be subject to any limitation imposed by applicable law and (ii) shall not be deemed to release any Company Indemnified Party from his or her obligations pursuant to this Agreement or any Related Agreement, nor shall such Company Indemnified Party have any right of contribution, indemnification, or advancement or reimbursement of expenses from the Final Surviving Entity or its successor or Parent or any of their respective subsidiaries with respect to any Loss claimed by any of the Indemnified Parties against such Company Indemnified Party in his or her capacity as an Indemnifying Party pursuant to Article IX of this Agreement or under the terms of any Related Agreement to which such Company Indemnified Party is a party. Notwithstanding anything herein to the contrary, Parent shall have no obligation to maintain the existence of the Final Surviving Entity for any specified period following the Effective Time.