Common use of Insurance and Indemnification Clause in Contracts

Insurance and Indemnification. (a) Parent agrees that all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.

Insurance and Indemnification. (a) Parent agrees that The Surviving Partnership will at all rights to indemnification times after the Effective Time indemnify and advancement hold harmless each person who is at the date of expenses for acts this Agreement, or omissions occurring has been at any time prior to the Effective Time date of this Agreement, a general partner of the Company (or any general partner, officer or director thereof) or a managing member, general partner, director, officer or employee of any of their respective subsidiaries (“Indemnified Parties”), in each case to the fullest extent permitted by applicable law, with respect to any claim, liability, loss, damage, cost, fees (including for acts reasonable attorneys’ fees) or omissions of directors occurring expense (whenever asserted or claimed) based in whole or in part, or arising in whole or in part out of, any act or omission by that person at or prior to the Effective Time in connection with that person’s duties as a general partner, managing member, director, officer or employee, to the adoption same extent and on the same terms (including with respect to advancement of this Agreement and the approval of the Transactionsexpenses) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents relevant limited partnership agreement, operating agreement or Subsidiary Organizational Documents and articles of incorporation, or in any indemnification agreements or arrangements agreements, in effect on the date of this Agreement. The Surviving Partnership will pay all reasonable expenses, including attorney’s fees that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations of the Surviving Partnership under this Section 9.3. (b) Lima and Parent will cause the Surviving Partnership to keep in effect (at no less than their current levels of coverage) for at least six years after the Effective Time the policies or tail liability coverage of (i) general partners’ liability insurance maintained by the General Partners and/or Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor'sii) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and either directors and advancement officers’ liability insurance, general partner’s liability insurance or managing member liability insurance, as the case may be, maintained by the General Partners, the Company, their respective subsidiaries at the date of expenses this Agreement; provided that (A) Lima and Parent may substitute policies having comparable coverage and amounts and containing similar terms and conditions which are, in the aggregate, are no less advantageous to the Indemnified Parties than the corresponding provisions contained persons who are currently covered by those policies and with carriers comparable in the Company Organizational Documents. terms of credit worthiness to those which have written those policies and (bB) neither Lima, Parent or nor the Surviving Corporation shall Partnership will be required to pay an annual premium for that insurance in excess of three times the annual premium relating to the year during which this Agreement is executed, but if they are not able to maintain the Company's existing officers' and directors' liability required insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998for that amount, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain they will purchase as much insurance coverage as it can be obtained obtain for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedulethat amount.

Insurance and Indemnification. (a) Parent agrees The Company hereby acknowledges its indemnification obligations to the Seller under the Company’s Certificate of Incorporation or Bylaws and that all rights certain Indemnity Agreement, dated as of January 1, 2000, by and between the Company and the Seller, whereby the Company has agreed to indemnify the Seller in his capacity as a director of the Company. The Company hereby confirms its obligations to the Seller under such instruments and its intention to honor such obligations. (b) For ten years from and after the Closing Date, the Company shall maintain in effect the current provisions regarding limitation of liability of directors and indemnification of, and advancement of expenses for to, directors as contained in its Certificate of Incorporation and Bylaws as of the Closing Date; provided, however, that the Company may amend such provisions so long as any such amendment does not materially and adversely affect the Seller. (c) For ten years from and after the Closing Date, the Company shall maintain in effect the current policies of directors’ and officers’ liability insurance maintained by the Company at not less than current levels with respect to acts or omissions occurring on or prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers Seller’s resignation as a director of the Company and (provided that the Company Subsidiaries, may substitute therefor policies of at least the same coverage and their respective heirs amounts containing terms and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses conditions which are, in the aggregate, no less advantageous to the Indemnified Parties insured, so long as the substitute insurer or carrier has a Best’s rating that is no lower than the corresponding provisions contained in the Company Organizational DocumentsAX). (bd) Parent The Company shall indemnify, hold harmless and defend the Seller against any and all claims, losses, liabilities, damages, judgments, fines (including reasonable attorneys’ fees and expenses) incurred by Seller relating to or arising out of any claim, demand, asserted liability, suit or proceeding of any kind (any, a “Claim”) with respect to this Agreement or the Surviving Corporation shall maintain Irrevocable Proxy or the transactions contemplated hereby and thereby, including without limitation the Company's existing officers' ’s repurchase of the Shares and directors' liability insurance the Options. This indemnification obligation is separate and apart from the obligations referred to in the above paragraphs of this Section 15 and shall apply to any and all such Claims whether or not arising out of, based upon or related to the Seller’s service as a director of the Company. The Company may elect to compromise or defend, at its own expense and by its own counsel, any Claim if ("D&O Insurance"i) for a period the Company expressly agrees in writing to the Seller that, as between the two, the Company is solely obligated to satisfy and discharge the Claim, (ii) the Company makes reasonably adequate provision to satisfy the Seller of not less than three years after the Effective TimeCompany’s ability to satisfy and discharge the claim, and (iii) the Claim involves solely monetary damages (collectively, the “Litigation Conditions”); provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such periodparties in any action shall include both the Company and the Seller, then Parent or and the Surviving Corporation Seller shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid have reasonably concluded that counsel selected by the Company has a conflict of interest because of the availability of different or additional defenses to the Seller, the Seller shall have the right to select separate counsel to participate in 1998the defense of such action on his behalf, 1999 at the expense of the Company; and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in the Company shall forfeit the right to control the defense or settlement of any such claim if, at any time after assuming the defense or settlement thereof, the Company and the Claim no event longer satisfy the Litigation Conditions. Subject to the foregoing, if the Company elects to compromise or defend such Claim, it shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% within 30 days (or sooner, if the nature of the Average Premium; Claim so requires) notify the Seller of its intent to do so, and the Seller shall reasonably cooperate, at the expense of the Company, in the compromise of, or defense against, such Claim (it being understood the Seller shall be entitled to participate in any such defense at its own expense). If the Company elects not to compromise or defend the Claim, fails to notify the Seller of its election as herein provided, furtheror fails to satisfy the Litigation Conditions, that if Parent the Seller may pay, compromise or defend such Claim at the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) expense of the Company Disclosure Schedule(it being understood the Company may participate, at its own expense, in the defense of such Claim). If the Company chooses to defend any Claim, the Seller shall, subject to receipt of a reasonable confidentiality agreement, make available to the Company any books, records or other documents within his control, for which the Company shall be obliged to reimburse the Seller the reasonable out-of-pocket expenses of making them available. The Company will be under no obligation to indemnify, defend or hold harmless the Seller for any Claim by the Company that the Seller has breached this Agreement or the Irrevocable Proxy.

Insurance and Indemnification. (ai) Parent agrees Holdco will provide each individual who served as a director or officer of IBS or Info at any time prior to the Effective Time with liability insurance for a period of six years after the Effective Time no less favorable in coverage and amount than any applicable insurance of IBS or Info, as the case may be, in effect immediately prior to the Effective Time; PROVIDED, HOWEVER, that if the existing liability insurance expires, or is terminated or canceled by the insurance carrier during such six-year period, Holdco will use its reasonable best efforts to obtain comparable insurance for the remainder of such period on a commercially reasonable basis; PROVIDED FURTHER, however, that in the event any claim or claims are asserted within such period, all rights to indemnification in respect of such claim or claims shall continue until the final disposition thereof; (ii) After the Effective Time, Holdco (A) will not take or permit to be taken any action to alter or impair any exculpatory or indemnification provisions now existing in the certificate of incorporation, by-laws or indemnification and advancement employment agreements of expenses IBS, Info or any of their respective Subsidiaries for acts the benefit of any individual who served as a director or omissions occurring officer of IBS, Info or any of their respective Subsidiaries (an "INDEMNIFIED PARTY") at any time prior to the Effective Time (including for acts or omissions of directors occurring prior to except as may be required by applicable law), and (B) shall, and shall the applicable Surviving Corporation to, honor and fulfill such provisions until the date which is six years from the Effective Time (except as may be required by applicable law); PROVIDED, HOWEVER, that in connection with the adoption event any claim or claims are asserted within such period, all rights to indemnification in respect of such claim or claims shall continue until the final disposition thereof. (iii) To the extent clauses (i) and (ii) above shall not serve to indemnify and hold harmless an Indemnified Party, Holdco, subject to the terms and conditions of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives clause (each an "Indemnified Party"iii), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms will indemnify, for a period of six years following from the Effective Time. Parent shall cause , to be included the fullest extent permitted under applicable law, each Indemnified Party from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses and fees, including all court costs and reasonable attorneys' fees and expenses, resulting from, arising out of, relating to be maintained in effect or caused by this Agreement or any of the transactions contemplated herein; PROVIDED, HOWEVER, that in the Surviving Corporation's (event any claim or any successor's) certificate of incorporation and by-laws, during claims are asserted or threatened within such six-year period following period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. Any Indemnified Party wishing to claim indemnification under this clause (iii), notwithstanding anything to the Effective Timecontrary in the provisions set forth in the certificate of incorporation, provisions regarding elimination of liability of directors, by-laws or other agreements respecting indemnification of directors or officers and directors and advancement of expenses which areIBS, in the aggregateIBS Surviving Corporation, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent Info or the Info Surviving Corporation Corporation, upon learning of any such claim, action, suit, proceeding or investigation, shall maintain promptly notify Holdco thereof, but the Company's existing officers' and directors' failure to so notify shall not relieve Holdco of any liability insurance it may have to such Indemnified Party if such failure does not materially prejudice Holdco. In the event of any such claim, action, suit, proceeding or investigation ("D&O Insurance") for a period of not less than three years whether arising before or after the Effective Time), (A) Holdco shall have the right following the Effective Time to assume the defense thereof and Holdco shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Holdco fails to assume such defense or counsel for the Indemnified Party advises that there are issues which raise conflicts of interest between Holdco or the applicable Surviving Corporation, on the one hand, and the Indemnified Parties, on the other hand, the Indemnified Parties may retain counsel satisfactory to them, and Holdco shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; providedPROVIDED, howeverHOWEVER, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation Holdco shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required obligated to pay annual premiums for insurance under this Section 7.6(b) only one firm of counsel for all Indemnified Parties in excess any jurisdiction unless the use of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) one counsel for such annual premiumIndemnified Parties would present such counsel with a conflict of interest, Parent or in which case Holdco need only pay for separate counsel to the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not extent necessary to resolve such conflict; (B) the Indemnified Parties will reasonably cooperate in excess the defense of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.any such matter; and

Insurance and Indemnification. (a) Prior to the Effective Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Parent will, or will cause the Company and its Subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that (i) the Parent shall not be required to pay any amounts in respect of such coverage prior to the Effective Time, and (ii) the cost of such policy shall not exceed 400% of the Company’s current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries. (b) The Parent agrees that it shall honour all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) exculpation now existing in favor favour of the current or present and former officers and directors or officers of the Company and the Company its Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law acknowledges that such rights shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six (6) years after from the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors Date. (c) If the Company or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or any of their respective successors or assigns shall (i) amalgamate, consolidate with or merge or wind-up into any other person and shall not be the Surviving Corporation continuing or surviving corporation or entity; or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of made so that the average of the premiums paid by the Company in 1998, 1999 successors and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; assigns and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) transferees of the Company Disclosure Scheduleor the Parent, as the case may be, shall assume all of the obligations of the Company or the Parent, as applicable, set forth in this Section 5.15. (d) The provisions of this Section 5.15 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, the Company hereby confirms that it is acting as agent on their behalf. Furthermore, this Section 5.15 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six years.

Insurance and Indemnification. (a) Parent agrees Prior to the Effective Date, TMX Group shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by TMX Group and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and LSEG will, or will cause TMX Group and its Subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided, that all rights LSEG shall not be required to indemnification and advancement pay any amounts in respect of expenses for acts or omissions occurring such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% of TMX Group’s current annual aggregate premium for policies currently maintained by TMX Group or its Subsidiaries. (including for acts b) LSEG agrees that it shall honour all rights to indemnification or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) exculpation now existing in favor favour of present and former employees, officers and directors of TMX Group and its Subsidiaries to the current extent that they are disclosed in the TMX Group Data Room or former directors or officers of the Company and the Company Subsidiariesare otherwise on usual terms for indemnity arrangements, and their respective heirs and representatives (each an "Indemnified Party")acknowledges that such rights, provided to the extent that they are disclosed in the Company Organizational Documents TMX Group Data Room or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law are otherwise on usual terms for indemnity arrangements, shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years following from the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsDate. (bc) Parent The provisions of this Section 5.11 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, TMX Group hereby confirms that it is acting as trustee on their behalf, and agrees to enforce the Surviving Corporation provisions of this Section on their behalf. Furthermore, this Section 5.11 shall maintain survive the Company's existing officers' and directors' liability insurance ("D&O Insurance") termination of this Agreement as a result of the occurrence of the Effective Date for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance six (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b6) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Scheduleyears.

Insurance and Indemnification. (a1) Parent agrees Prior to the Effective Date, Phivida may, in its discretion, purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Phivida and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and Choom shall, or shall cause Phivida and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for two (2) years from the Effective Date; provided that all rights Choom shall not be required to indemnification and advancement pay any amounts in respect of expenses for acts or omissions occurring such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% of Phivida’s current annual aggregate premium for policies currently maintained by Phivida or its Subsidiaries. (including for acts or omissions of directors occurring prior to 2) Choom shall, following the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) Date, cause Phivida to honour all rights to indemnification or exculpation now existing in favor favour of present and former employees, officers and directors of Phivida and its Subsidiaries to the extent that they are (i) included in the Constating Documents of Phivida or any of its Subsidiaries, or (ii) disclosed in Section 4.7(2) of the current or former directors or officers of the Company and the Company SubsidiariesPhivida Disclosure Letter, and their respective heirs acknowledges that such rights under both (i) and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law ii) shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years following from the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsDate. (b3) Parent If Phivida or the Surviving Corporation any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a 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, Choom shall maintain the Company's existing officers' and directors' liability insurance ensure that any such successor or assign ("D&O Insurance") for a period of not less than three years after the Effective Time; providedincluding, howeveras applicable, that Parent may substitute therefor policies any acquirer of substantially equivalent coverage all of the properties and amounts containing terms no less favorable to such assets of Phivida or its Subsidiaries) assumes all of the obligations set forth in this Section 4.7. (4) Choom shall act as agent and trustee of the benefits of the foregoing for the current and former directors or officers; provided further, that if and officers of Phivida for the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or purpose of Section 4.7(2). This Section 4.7 shall survive the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess execution and delivery of 200% this Agreement and the completion of the average of the premiums paid Arrangement and shall be enforceable against Choom by the Company Persons described in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"Section 4.7(2); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.

Insurance and Indemnification. (a) Parent agrees that all rights to indemnification ACE*COMM shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers, consultants and employees of i3 and its Subsidiaries (in all of their capacities) (A) to the same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by i3 pursuant to the Amended and Restated Certificate of Incorporation and the Amended Bylaws of i3 and indemnification agreements, if any, in existence on the date hereof with any directors, officers, consultants and employees of i3 and its Subsidiaries and (B) without limitation to clause (A), to the fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption approval of this Agreement and the approval consummation of the Transactionstransactions contemplated hereby) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, (ii) include and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's each of ACE*COMM’s (or any successor's’s) and the Surviving Corporation’s (or any successor’s) respective certificate or articles of incorporation and by-laws, during such six-year period following bylaws after the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers officers, consultants, directors and directors employees and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties intended beneficiaries than the corresponding provisions contained in the Company Organizational Documentscurrent Amended and Restated Certificate of Incorporation and Amended Bylaws of i3. (b) Parent or Prior to the Surviving Corporation Closing, i3 shall maintain the Company's existing procure a directors’ and officers' and directors' ’ liability insurance ("D&O Insurance") for a period policy of substantially the same coverage and in amounts greater than or equal to $10,000,000 or otherwise reasonably acceptable to ACE*COMM containing terms and conditions which are generally not less advantageous than three years after i3’s current policy with respect to acts or omissions occurring prior to the Effective Time; providedTime which were committed by such officers and directors in their capacity as such. (c) In the event ACE*COMM or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, howeveror (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that Parent may substitute therefor policies the successors and assigns of substantially equivalent coverage ACE*COMM assume the obligations set forth in this section. (d) The provisions of this Section 6.7 (i) are intended to be for the benefit of, and amounts containing terms no less favorable to such former directors will be enforceable by, each indemnified party, his or officers; provided furtherher heirs and his or her representatives and (ii) are in addition to, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium and not in excess of 200% of the average of the premiums paid substitution for, any other rights to indemnification or contribution that any such person may have by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent contract or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Scheduleotherwise.

Insurance and Indemnification. (a) For a period of six ----------------------------- years after the Effective Time, Parent agrees that all rights to indemnification and advancement of expenses for acts shall, or omissions occurring prior shall cause the Surviving Corporation (or any successor to the Effective Time (including for acts or omissions of directors occurring prior Surviving Corporation) to indemnify, defend and hold harmless the Effective Time in connection with the adoption of this Agreement present and the approval of the Transactions) now existing in favor of the current or former directors or and officers of the Company and the Company Subsidiaries, and their respective heirs and representatives persons who become any of the foregoing prior to the Effective Time (each an "Indemnified Party") against all losses, claims, ----------------- damages, liabilities, costs, fees and expenses (including reasonable fees and disbursements of counsel) and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of or in connection with any claim, action, suit, proceeding, or investigation, whether criminal, civil, administrative or investigative, arising out of any acts or omissions occurring at or prior to the Effective Time (including the Transactions); provided, provided however, that Parent shall not be required to indemnify -------- ------- any Indemnified Party pursuant hereto if it shall be determined that the Indemnified Party acted in bad faith and not in a manner such party believed to be in or not opposed to the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements best interests of the Company and the Company Subsidiaries or Company. Parent shall also advance expenses as incurred to the fullest extent permitted by under applicable law shall survive provided the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Timeperson to whom such advances are made provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. Parent shall cause to be included and to be maintained in effect the Company agree that in the Surviving Corporation's (event any claim or any successor's) certificate of incorporation and by-laws, during such claims are asserted or made within the six-year period following the Effective Timecontemplated by this Section, provisions regarding elimination all rights to indemnification in respect of liability any such claim or claims shall continue until disposition of directors, indemnification of officers any and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documentsall such claims. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O --- Insurance") for a period of not less than three years after the Effective Time; --------- provided, however, that Parent may substitute therefor policies of substantially -------- ------- equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided provided, further, that if the existing D&O -------- Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance orInsurance; provided further, if not obtainablehowever, that in no event -------- shall Parent shall obtain as much D&O Insurance as can be obtained required to pay aggregate premiums for an annual premium not insurance under this Section 6.6(b) in excess of 200150% of the average of the aggregate premiums paid by the Company in 1998, 1999 and 2000 on an annualized basis for D&O Insurance such purpose (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving --------------- -------- Corporation is unable to obtain the amount of insurance required by this Section 7.6(b6.6(b) for such annual aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200150% of the Average Premium. The premium budgeted amount for D&O Insurance for the 12-month period ending May fiscal year 2002 is set forth on Section 7.6(b6.6(b) of the Company Disclosure Schedule.

Insurance and Indemnification. (a) Parent agrees that all rights to indemnification For a period of six years from and after the Effective Time, each of Symmetry and Acquisitionco shall indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and all Subsidiaries (in all of such capacities): (i) to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company or any Company Subsidiaries pursuant to its articles of incorporation, by-laws and indemnification agreements, if any, in existence on the date hereof with any of its directors, officers and employees; and (ii) without limitation to clause (i), to the fullest extent permitted by Law, in each case for acts or omissions (excluding acts or omissions which constitute gross negligence or fraud) occurring at or prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption approval of this Agreement and the approval consummation of the TransactionsArrangement). (b) now existing in favor of Symmetry will not (unless it assumes such obligations and gives written notice to the current or former directors or officers of beneficiaries thereof to the Company and the Company Subsidiaries, and extent it has their respective heirs and representatives (each an "Indemnified Party"addresses), provided in through the Company Organizational Documents Pre-Acquisition Reorganization or Subsidiary Organizational Documents and otherwise, take any indemnification agreements or arrangements action where doing so materially adversely affects the ability of the Company and the Company Subsidiaries or as Symmetry to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for satisfy its indemnity obligations referred to herein. (c) For a period of six years following from and after the Effective Time. Parent , each of Symmetry and Acquisitionco shall cause to be included maintained (either directly or via run off insurance or insurance provided by an alternate provider) the current policies of directors’ and to be officers’ liability insurance and fiduciary liability insurance maintained in effect in by the Surviving Corporation's Company or any Company Subsidiaries (or any successor'ssuccessor to the Company or the Company Subsidiaries) certificate of incorporation and by-laws, during such six-year period following with respect to claims arising from facts or events that occurred on or before the Effective Time, provisions regarding elimination provided that each of liability of directors, indemnification of officers Symmetry and directors and advancement of expenses which areAcquisitionco will not be required, in the aggregate, no less advantageous order to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing such directors’ and officers' and directors' ’ liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; providedand fiduciary liability insurance, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for pay an annual premium not in excess of 200300% of the average cost of existing policies and, if the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for of such insurance under this Section 7.6(b) in excess coverage exceeds such percentage, each of 200% of the Average Premium; Symmetry and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation Acquisitionco shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.obligated only

Insurance and Indemnification. (a) Each of the Company and the Bank shall use commercially reasonable efforts to maintain insurance (including directors’ and officers’ liability insurance) in such amounts as are reasonable to cover such risks as are customary in relation to the character and location of its properties and the nature of its business, with such coverage and in such amounts per policy not less than that maintained by the Company and the Bank as of the date of this Agreement. The Company will promptly inform Parent agrees if the Company or the Bank receives notice from an insurance carrier that (i) an insurance policy will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to any policy of insurance will be substantially increased. (b) Prior to the Effective Time, in close consultation with Parent, the Company shall purchase a directors’ and officers’ liability tail insurance policy with respect to the Company’s existing basic and excess directors’ and officers’ liability insurance or with respect to coverage and amount that are no less favorable in any material respect to such directors and officers than the Company’s existing policies as of the date hereof (the “D&O Tail”), in either case, that, for a period of six years following the Effective Time, will provide directors’ and officers’ liability insurance that serves to reimburse the present and former officers and directors of the Company (determined as of the Effective Time) with respect to claims against such directors and officers arising from facts or events occurring before the Effective Time (including the transactions contemplated by this Agreement). (c) Parent and Merger Sub agree that all rights to indemnification existing in favor of the current or former directors and advancement officers of expenses the Company (collectively, the “Indemnified Parties”) as provided in the Company Charter or Company Bylaws as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement shall be assumed and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted performed by law shall survive the Merger Parent and shall continue in full force and effect in accordance until the expiration of the applicable statute of limitations with their terms for a period of six years following the Effective Time. Parent shall cause respect to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during claims against such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided furtherofficers arising out of such acts or omissions, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain except as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance otherwise required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Scheduleapplicable Law.

Insurance and Indemnification. (ai) Parent agrees Surviving Corporation will provide each individual who served as a director or officer of the Company at any time prior to the Effective Time with liability insurance for a period of six years after the Effective Time no less favorable in coverage and amount than any applicable insurance of the Company in effect immediately prior to the Effective Time; PROVIDED, HOWEVER, that if the existing liability insurance expires, or is terminated or canceled by the insurance carrier during such six-year period, the Surviving Corporation will use its reasonable best efforts to obtain comparable insurance for the remainder of such period on a commercially reasonable basis; PROVIDED FURTHER, HOWEVER, that in the event any claim or claims are asserted within such period, all rights to indemnification in respect of such claim or claims shall continue until the final disposition thereof; (ii) After the Effective Time, Surviving Corporation (A) will not take or permit to be taken any action to alter or impair any exculpatory or indemnification provisions now existing in the certificate of incorporation, by-laws or indemnification and advancement employment agreements of expenses the Company or any of its Subsidiaries for acts the benefit of any individual who served as a director or omissions occurring officer of the Company or any of its Subsidiaries (an "INDEMNIFIED PARTY") at any time prior to the Effective Time (including for acts or omissions of directors occurring prior except as may be required by applicable law), and (B) shall cause the Surviving Corporation to honor and fulfill such provisions until the date which is six years from the Effective Time (except as may be required by applicable law); PROVIDED, HOWEVER, that in connection with the adoption event any claim or claims are asserted within such period, all rights to indemnification in respect of such claim or claims shall continue until the final disposition thereof. (iii) To the extent clauses (i) and (ii) above shall not serve to indemnify and hold harmless an Indemnified Party, Surviving Corporation, subject to the terms and conditions of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives clause (each an "Indemnified Party"iii), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms will indemnify, for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following from the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; providedfullest extent permitted under applicable law, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.each Indemnified

Insurance and Indemnification. (a) Parent agrees that all rights Prior to indemnification the Effective Time, the Purchaser shall provide to the Company evidence of a customary “tail” policy of directors’ and advancement officers’ liability insurance from a reputable and financially sound insurance carrier containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of expenses for acts claims arising from facts or omissions occurring events which occurred on or prior to the Effective Time (including and the Purchaser will, and will cause its Subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for acts or omissions of directors occurring prior to no less than six years from the Effective Time in connection with Time. From and after the adoption of this Agreement Effective Time, the Purchaser agrees not to take any action to terminate such directors’ and officers’ liability insurance or adversely affect the approval rights of the TransactionsCompany’s present and former directors and officers thereunder. (b) The Company will, and will cause its Subsidiaries to, honour all rights to indemnification or exculpation now existing in favor favour of the current or present and former employees, officers and directors or officers of the Company and its Subsidiaries under Law and under the articles or other constating documents of the Company and/or its Subsidiaries or to the extent that they are disclosed in Section 5.6(b) of the Company Disclosure Letter, under any agreement or contract of any indemnified person with the Company or with any of its Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law acknowledges that such rights shall survive the Merger completion of the Plan of Arrangement, and, to the extent within the control of the Company, the Company shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in full force and effect in accordance with their terms for a period of not less than six years following from the Effective Time. Parent shall cause to be included Date. (c) From and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in Purchaser will cause the Company Organizational Documentsto comply with its obligations under Section 5.6(b). (bd) Parent If the Company or the Surviving Corporation Purchaser or any of their successors or assigns shall maintain (i) amalgamate, consolidate with or merge or wind-up into any other person and shall not be the Company's existing officers' continuing or surviving corporation or entity; or (ii) transfer all or substantially all of its properties and directors' liability insurance assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns and transferees of the Company or the Purchaser, as the case may be, shall assume all of the obligations of the Company or the Purchaser, as applicable, set forth in this Section 5.6. ("D&O Insurance"e) The provisions of this Section 5.6 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person (as identified in the relevant policy), his or her heirs and his or her legal representatives and, for such purpose, the Company hereby confirms that it is acting as trustee on their behalf, and agrees to enforce the provisions of this Section 5.6 on their behalf. Furthermore, this Section 5.6 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedulesix years.

Insurance and Indemnification. (a) For a period of six years after the Effective Time, the Parent shall, or shall cause the Surviving Corporation (or any successor to the Surviving Corporation) to indemnify, defend and hold harmless the present and former directors and officers of the Company and of any Company Subsidiaries, and Persons who become any of the foregoing prior to the Effective Time (each an “Indemnified Party”) against all losses, claims, damages, liabilities, costs, fees and expenses (including reasonable fees and disbursements of counsel) and judgments, fines, losses, claims, liabilities and amounts paid in settlement incurred in connection with or arising out of any claim, action, suit, proceeding, or investigation, whether criminal, civil, administrative or investigative, arising out of any acts or omissions occurring at or prior to the Effective Time (including, without limitation, the Transactions); provided, however, that neither the Parent nor the Surviving Corporation shall be required to indemnify any Indemnified Party pursuant hereto if it shall be determined by a court of competent jurisdiction that the Indemnified Party acted in bad faith or, with respect to any criminal action or proceeding, that the Indemnified Party did not have reasonable cause to believe that its conduct was lawful, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law. The Parent also shall advance expenses incurred promptly upon (but in any event with ten days following) receipt of statements therefor from any Indemnified Party; provided that the Person to whom such advances are made provides an undertaking to repay such advances if it is ultimately determined by a court of competent jurisdiction that such Person is not entitled to indemnification. The Parent and the Company agree that in the event any claim, action, suit, proceeding, or investigation is asserted, commenced, or made within the six-year period contemplated by this Section 7.7, all rights to indemnification in respect of any such claim, action, suit, proceeding, or investigation shall continue until disposition of any and all such claims. (b) The Parent agrees that all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of of, and all limitations on the current personal liability of, the present or former directors or officers of the Company and the or any Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), Subsidiary as provided in the Company Organizational Documents Company’s Certificate of Incorporation or Subsidiary Organizational Documents and Bylaws, the Certificate or Articles of Incorporation, as the case may be, bylaws or similar documents of any indemnification agreements or arrangements of the Company and Company’s Subsidiaries, or any agreements as in effect as of the Company Subsidiaries or as date hereof with respect to matters occurring prior to the fullest extent permitted by law Effective Time shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Timeeffect. The Parent shall agrees to cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation Corporation to comply fully with its obligations hereunder and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documentsthereunder. (bi) The Parent or the Surviving Corporation shall maintain the Company's ’s existing officers' ’ and directors' ’ liability insurance ("“D&O Insurance"”) for a period of not less than three six years after the Effective Time; provided, however, that the Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided provided, further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain substantially similar D&O Insurance on terms at least as much favorable to such former directors or officers. (ii) Notwithstanding the provisions of Section 7.7(c)(i) above, the Company may at its option, in lieu of complying with the provisions of Section 7.7(c)(i), purchase an extended reporting period endorsement (the “Policy Extension”) under the Company’s existing directors’ and officers’ liability insurance as can coverage for the Company’s directors and officers which shall provide such directors and officers with coverage for six years following the Effective Time, which policy shall provide coverage amounts, terms, and conditions which are no less favorable to the insured Persons than the directors’ and officers’ liability insurance coverage currently maintained by the Company with respect to acts or omissions occurring prior to or at the Effective Time. The Parent shall take any and all actions necessary or advisable to maintain such Policy Extension, and shall so maintain such Policy Extension, on the terms so purchased and shall not modify or amend the terms thereof in any manner. (d) In the event the Parent, the Surviving Company, or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be obtained for an annual premium not the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in excess of 200% each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Average Premium. The premium for D&O Insurance for Parent assume the 12-month period ending May 2002 is obligations set forth on in this Section 7.6(b7.7. (e) The Parent shall unconditionally guarantee the timely payment of all funds owing by, and the Company Disclosure Scheduletimely performance of all other obligations of, the Surviving Corporation under this Section 7.7. From and after the Effective Time, the Parent shall, and shall cause the Surviving Corporation to, pay all expenses, including reasonable attorneys’ fees that may be incurred by the Indemnified Parties in enforcing their indemnity rights and other rights provided in this Section 7.7.

Insurance and Indemnification. (a) Parent agrees that all rights The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company than are set forth in the Certificate of Incorporation and By-laws of the Company as of the date of this Agreement, 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 the rights of individuals, who were directors, officers, employees or agents of the Company at or prior to the Effective Time, unless such modification shall be required by Law. (b) Prior to the fifth Business Day preceding the Acceptance Time, Parent shall have the right, but not the obligation, to 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 officers’ and directors’ liability insurance covering acts or omissions occurring at or prior to the Effective Time (including for acts or omissions of directors occurring “D&O Insurance”) maintained by the Company, covering without limitation the transactions contemplated hereby (the “Tail Policy”). In the event that Parent does not purchase a Tail Policy as provided in the preceding sentence, the Company shall have the right to purchase, prior to the Effective Time in connection with Time, the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of Tail Policy. If neither Parent nor the Company has purchased a Tail Policy, Parent and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's ’s existing officers' and directors' liability insurance ("D&O Insurance") Insurance for a period of not less than three six years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided that Parent and the Surviving Corporation shall use their respective reasonable best efforts to ensure that any substitution or replacement of existing policies shall not result in any gaps or lapses of coverage with respect to facts, events, acts or omissions occurring at or prior to the Effective Time; provided, further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium")Insurance; provided further, however, that in no event shall Parent or Purchaser be required to pay annual premiums for insurance under this Section 7.6(b6.4(b) in excess of 200250% of the Average Premium; current annual premiums paid by the Company for such insurance. (c) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any individual who is now, or who has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, employee or agent of the Company, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.4 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (d) The covenants contained in this Section 6.4 are intended to be for the benefit of, and providedshall be enforceable by, furthereach of the indemnified parties and their respective heirs and legal Representatives and shall not be deemed exclusive of any other rights to which an indemnified party is entitled, whether pursuant to Law, contract or otherwise. Parent shall pay all expenses, including reasonable attorneys’ fees, that if may be incurred by the persons referred to in this Section 6.4 in connection with their successful enforcement of their rights provided in this Section 6.4. (e) In the event that the Parent or the Surviving Corporation is unable or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to obtain any person, then, and in each such case, proper provision shall be made so that the amount successors or assigns of insurance required by this Section 7.6(b) for such annual premium, the Parent or the Surviving Corporation Corporation, as the case may be, shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of succeed to the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is obligations set forth on in this Section 7.6(b) of the Company Disclosure Schedule6.4.

Insurance and Indemnification. (a) Parent agrees that all rights Subject to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiariesapplicable law, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six (6) years following completion of the Effective Time. Parent shall cause Term, the Company will: (i) indemnify Employee and his heirs and representatives to be included and to be maintained the extent provided in the Company’s By-Laws in effect on the date of this Agreement and will not amend, reduce or limit rights of indemnity afforded to them or the ability of the Company to indemnify them, not hinder, delay or make more difficult the exercise of such rights of indemnity and (ii) maintain director and officer liability insurance coverage providing Employee with coverage (1) at least as favorable as the policies in effect immediately prior to the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following date hereof covering the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and Company’s directors and advancement officers or (2) as favorable as is available at a cost to the Company of expenses which areup to 125% of the premiums currently being paid by the Company. The Company’s By-Law provision regarding indemnification, in effect on the aggregate, no less advantageous date of this Agreement is attached as Exhibit “A” to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documentsthis Agreement. (b) Parent If any claim is (or the Surviving Corporation shall maintain claims are) made against Employee and his heirs and representatives, including legal counsel, arising from Employee’s services as a director, officer and employee of the Company's existing , within six (6) years from the expiration of the Term, the provisions of this Paragraph 15 respecting the Company’s By-Laws shall continue in effect until the final disposition of all such claims. (c) The Company agrees to provide written notice to Employee immediately upon learning of any claim or threatened claim against Employee by any third party relating to or arising out of the business of the Company or Employee’s prior service as a director, officer, employee or controlling shareholder of the Company. The Company further agrees to provide to Employee any complaints and other relevant documentation related to such claims immediately upon receipt of such documentation. (d) Employee agrees that he will cooperate with and assist the Company, as is reasonably requested by the Company, in its defense of any action or proceeding against the Company, its directors, officers' and directors' liability insurance ("D&O Insurance") for a , employees or affiliates arising out of or in any way related to any transactions, events or other matters which occurred during the period of his employment with the Company, to the extent that such cooperation and assistance will not less than three years after impair Employee’s legal rights or remedies or increase the Effective Time; provided, however, likelihood that Parent may substitute therefor policies of substantially equivalent coverage Employee will incur any liabilities as a result thereof. This Agreement shall not preclude Employee from testifying in such action or proceeding. In the event that Employee does cooperate with and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by assist the Company in 1998its defenses of such an action or proceeding, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Scheduleagrees to reimburse Employee for all reasonable expenses incurred by Employee in providing such assistance.

Insurance and Indemnification. (a) Parent will, or will cause Acquisitionco to, at Parent’s option, either: (i) maintain in effect without any reduction in scope or coverage for not less than six (6) years from the Effective Date customary policies of directors’ and officers’ liability insurance providing protection no less favourable to the protection provided by the policies maintained by E&C in favour of the directors and officers of E&C and each of its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred prior to the Effective Time; or (ii) purchase as an extension of E&C’s current insurance policies, prepaid non cancellable run-off directors’ and officers’ liability insurance providing coverage comparable to that contained in E&C’s existing policy for six (6) years from the Effective Time with respect to claims arising from or related to facts or events that occurred at or prior to the Effective Time. (b) Parent agrees that all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time exculpation existing in connection with the adoption of this Agreement and the approval favour of the Transactions) now existing in favor of the current or former directors or officers of E&C or any of its Subsidiaries as at the Company and date of the Company SubsidiariesMay 12, and their respective heirs and representatives (each an "Indemnified Party"), 2005 annual meeting of shareholders as provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law E&C’s articles shall survive the Merger transactions contemplated hereby and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six years after from the Effective Time. For a period of six (6) years from the Effective Date, Parent will, or will cause Acquisitionco or E&C to, perform the obligations of E&C under such rights. (c) In the event E&C or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; providedor (ii) transfers all or substantially all of its properties and assets to any person, howeverthen, and in such case, proper provision shall be made so that Parent may substitute therefor policies such successors and assigns of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance E&C or, if not obtainableat Parent’s option, Parent Parent, shall obtain as much D&O Insurance as can be obtained for an annual premium not assume the obligations set forth in excess of 200% this Section 6.1. (d) This Article 6 shall survive the consummation of the average Arrangement, is intended to benefit E&C and each of the premiums paid its directors and officers and their respective heirs and personal representatives and shall be enforceable by the Company in 1998, 1999 such directors and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; officers and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Scheduletheir respective heirs and personal representatives.

Insurance and Indemnification. (ai) Parent agrees that all rights will provide each individual who served as a director or officer of the Company at any time prior to the Effective Time with liability insurance for a period of six years after the Effective Time no less favorable in coverage and amount than any applicable insurance of the Company in effect immediately prior to the Effective Time provided, however, if the existing liability insurance expires, or is terminated or canceled by the insurance carrier during such six year period, the Surviving Corporation will use its best efforts to obtain as much liability insurance (no less favorable in coverage) as can be obtained for the remainder of such period for a premium not in excess (on an annualized basis) of 200% of the last annual premium paid prior to the date hereof. (ii) After the Effective Time, Parent (A) will not take or permit to be taken any action to alter or impair any exculpatory or indemnification provisions now existing in the certificate of incorporation, by-laws or indemnification and advancement employment agreements of expenses the Company or any of its Subsidiaries for acts the benefit of any individual who served as a director or omissions occurring officer of the Company or any of its Subsidiaries (an "INDEMNIFIED PARTY") at any time prior to the Effective Time (including for acts or omissions of directors occurring prior except as may be required by applicable law), and (B) shall cause the Surviving Corporation to honor and fulfill such provisions until the date which is six years from the Effective Time (except as may be required by applicable law); provided, however, in connection with the adoption event any claim or claims are asserted within such period, all rights to indemnification in respect of such claim or claims shall continue until the final disposition thereof. (iii) To the extent clauses (i) and (ii) above shall not serve to indemnify and hold harmless an Indemnified Party, Parent, subject to the terms and conditions of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives clause (each an "Indemnified Party"iii), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms will indemnify, for a period of six years following from the Effective Time. Parent shall cause , to be included the fullest extent permitted under applicable law, each Indemnified Party from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses and fees, including all court costs and reasonable attorneys' fees and expenses, resulting from, arising out of, relating to be maintained in effect or caused by this Agreement or any of the transactions contemplated herein; provided, however, in the Surviving Corporation's (event any claim or any successor's) certificate of incorporation and by-laws, during claims are asserted or threatened within such six-year period following period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. Any Indemnified Party wishing to claim indemnification under this clause (iii), notwithstanding anything to the contrary in the provisions set forth in the Company's certificate of incorporation, by-laws or other agreements respecting indemnification of directors or officers, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, but the failure to so notify shall not relieve Parent of any liability it may have to such Indemnified Party if such failure does not materially prejudice Parent. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (bA) Parent or the Surviving Corporation shall maintain have the right following the Effective Time to assume the defense thereof and Parent shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Parent or the Surviving Corporation fails to assume such defense or counsel for Parent advises that there are issues which raise conflicts of interest between Parent or the Surviving Corporation, on the one hand, and the Indemnified Parties, on the other hand, the Indemnified Parties may retain counsel satisfactory to them, and the Company's existing officers' , Parent or the Parent Subsidiary shall pay all reasonable fees and directors' liability insurance ("D&O Insurance") expenses of such counsel for a period of not less than three years after the Effective TimeIndemnified Parties promptly as statements therefor are received; provided, however, that Parent may substitute therefor policies shall be obligated to pay for only one firm of substantially equivalent coverage counsel for all Indemnified Parties in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest, in which case Parent need only pay for separate counsel to the extent necessary to resolve such conflict; (B) the Indemnified Parties will reasonably cooperate in the defense of any such matter; and amounts containing terms no less favorable to such former directors (C) Parent shall not be liable for any settlement effectuated without its prior written consent, which consent shall not be unreasonably withheld or officers; provided further, delayed. Parent shall not settle any action or claim identified in thisss.5(j)(iii) in any manner that if the existing D&O Insurance expires would impose any liability or is terminated or cancelled during such period, then penalty on an Indemnified Party not paid by Parent or the Surviving Corporation without such Indemnified Party's prior written consent, which consent shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainablebe unreasonably withheld or delayed. (iv) Notwithstanding anything contained in clause (iii) above, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not have any obligation hereunder to any Indemnified Party (A) if the indemnification of such Indemnified Party by Parent in excess of 200% the manner contemplated hereby is prohibited by applicable law, (B) the conduct of the average Indemnified Party relating to the matter for which indemnification is sought involved bad faith or willful misconduct of such Indemnified Party, or (C) with respect to actions taken by any such Indemnified Party in his or its individual capacity, including, without limitations, with respect to any matters relating, directly or indirectly, to the premiums paid purchase, sale or trading of securities issued by the Company other than a tender or sale pursuant to a stock tender agreement or (D) if such Indemnified Party shall have breached its obligation to cooperate with Parent in 1998, 1999 the defense of any claim in respect of which indemnification is sought and 2000 for D&O Insurance such breach (x) materially and adversely affects Parent's defense of such claim or (y) will materially and adversely affect Parent's defense of such claim if such breach is not cured within ten days after notice of such breach is delivered to the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; Indemnified Party and provided, further, that if Parent or the Surviving Corporation such breach is unable to obtain the amount of insurance required by this Section 7.6(b) for not cured during such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Scheduleperiod.

Insurance and Indemnification. (a) Parent agrees that all rights The Certificate of Incorporation and the By-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and advancement elimination of liability that are set forth in the Certificate of Incorporation and the By-laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights of individuals, who were directors, officers, employees or agents of the Company at or prior to the Effective Time, unless such modification shall be required by law. (b) For a period of six (6) years after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, an officer or director of the Company or any Company Subsidiary (collectively, the “Indemnified Parties”) against all expenses for acts (including reasonable attorneys’ fees), judgements, and amounts paid in settlement actually and reasonably incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation (a “Claim”) by reason of the fact that the Indemnified Party is or was a director or officer of the Company or any Company Subsidiary and pertaining to any matter existing or arising out of actions or omissions occurring at or prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption including, without limitation, any Claim arising out of this Agreement and the approval or any of the Transactions) now existing in favor of the current , whether asserted or former directors claimed prior to, at or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that neither Parent may substitute therefor policies nor the Surviving Corporation shall be required to indemnify any Indemnified Party pursuant hereto if it shall be determined that the Indemnified Party acted in bad faith or not in a manner such party believed to be in or not opposed to the best interests of substantially equivalent the Company. Parent and the Surviving Corporation shall also, jointly and severally, advance expenses as incurred by Indemnified Parties to the fullest extent permitted under applicable law provided the person to whom such advances are made provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. Notwithstanding the foregoing, (i) nothing contained in this Section 6.4 shall be deemed to grant any right to any Indemnified Party which is not permitted to be granted to an officer or director of the Company under Delaware law, assuming for such purposes that the Company’s Certificate of Incorporation and Bylaws provide for the maximum indemnification permitted by law, and (ii) no Indemnified Party shall be entitled to indemnification in connection with any Claim initiated by the Indemnified Party. (c) Without limiting any of the obligations of the Surviving Corporation set forth elsewhere in this Section 6.4, Parent shall maintain in effect, during the three (3)-year period commencing as of the Effective Time, a policy of directors’ and officers’ liability insurance for the benefit of each of the Indemnified Parties providing coverage and amounts containing terms no less favorable advantageous to the Indemnified Parties than the coverage and terms of the Company’s existing policy of directors’ and officers’ liability insurance; provided, however, that Parent shall not be required to pay a per annum premium in excess of 150% of the per annum premium that the Company currently pays for its existing policy of directors’ and officers’ liability insurance (it being understood that, if the premium required to be paid by Parent for such former directors or officerspolicy would exceed such 150% amount, then the coverage of such policy shall be reduced to the maximum amount of coverage, if any, that may be obtained for a per annum premium in such 150% amount, and that if no such policy can be obtained for such 150% amount, Parent shall be relieved of its obligations to the extent such policy is unavailable), which annual premium the Company represents and warrants is currently $45,410; provided further, that if however, that, prior to the existing D&O Insurance expires or Effective Time, the Company, with the consent of Parent, may purchase insurance for such three-year period on a prepaid non-cancelable basis, so long as the premium for such three-year period is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by per annum premium that the Company currently pays for its existing policy of directors’ and officers’ liability insurance in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premiumwhich case, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedulehave no obligations to maintain such insurance.

Insurance and Indemnification. (a1) Parent agrees Prior to the Effective Date, Corporation shall purchase a pre-paid non-cancellable run-off directors’ and officers’ liability insurance policy providing protection to all present and former officers and directors of Corporation and its Subsidiaries no less favourable in the aggregate to the protection provided by the policies maintained by Corporation and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and Purchaser shall, or shall cause Corporation and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that all rights Purchaser shall not be required to indemnification and advancement pay any amounts in respect of expenses for acts or omissions occurring such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% (including such amount, the “Base Premium”) of Corporation’s current annual aggregate premium for acts policies currently maintained by Corporation or omissions any of directors occurring prior its Subsidiaries; provided further however that if such insurance can only be obtained at a premium in excess of the Base Premium, Corporation may purchase the most advantageous policies of directors’ and officers’ liability insurance reasonably available for an annual premium not to exceed the Base Premium, and Purchaser shall, or shall cause Corporation and its Subsidiaries to, maintain such coverage for six (6) years from the Effective Time in connection with the adoption of this Agreement Date. (2) Purchaser shall cause Corporation and the approval of the Transactions) its Subsidiaries to honour all rights to indemnification or exculpation now existing in favor favour of present and former employees, officers and directors of Corporation and its Subsidiaries to the current or former directors or officers of extent that any such indemnity agreements have been disclosed in the Company and the Company SubsidiariesCorporation Disclosure Letter, and their respective heirs and representatives (each an "Indemnified Party")acknowledges that such rights, provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law that they have been so disclosed, shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years following from the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsDate. (b3) Parent If Corporation or the Surviving Corporation any of its Subsidiaries or any of their respective successors or assigns (i) consolidates or amalgamates with or merges or liquidates into any other Person and is not a continuing or surviving corporation or entity of such consolidation, amalgamation, merger or liquidation, or (ii) transfers all or substantially all of its properties and assets to any Person, Purchaser shall maintain the Company's existing officers' and directors' liability insurance ensure that any such successor or assign ("D&O Insurance") for a period of not less than three years after the Effective Time; providedincluding, howeveras applicable, that Parent may substitute therefor policies any acquirer of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% all of the average properties and assets of Corporation or any of its Subsidiaries) assumes all of the premiums paid by the Company obligations set forth in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule4.8.

Insurance and Indemnification. (a1) Parent agrees The Parties agree that all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) exculpation now existing in favor favour of the current or present and former directors or and officers of the Company and or of any of its Subsidiaries or who acts as a fiduciary under any Company Plan (each such present or former director or officer of the Company Subsidiaries, and their respective heirs and representatives (each or of any of its Subsidiaries or fiduciary being herein referred to as an "“Indemnified Party"), ” and such Persons collectively being referred to as the “Indemnified Parties”) as provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements constating documents of the Company and or any of its Subsidiaries in effect as of the date of this Agreement or any Contract by which the Company or any of its Subsidiaries or is bound and which is in effect as of the date hereof (including provisions relating to the fullest extent permitted by law shall advancement of expenses incurred in the defense of any action or suit), copies of which have been delivered to the Purchaser, will survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") without modification for a period of not less than three six years after from the Effective Time, with respect to actions or omissions of the Indemnified Parties occurring prior to the Effective Time. (2) The Purchaser will, or will cause the Company and its Subsidiaries to, maintain in effect for six (6) years from the Effective Date customary policies of directors’ and officers’ liability insurance providing protection no less favourable to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date; provided, however, that Parent may substitute therefor the Purchaser acknowledges and agrees that prior to the Effective Time, notwithstanding any other provision hereof, the Company may, at its option, purchase prepaid run-off directors’ and officers’ liability insurance on terms substantially similar to the directors’ and officers’ liability policies currently maintained by the Company, but providing coverage for a period of substantially equivalent coverage and amounts containing terms no less favorable six (6) years from the Effective Date with respect to such former directors claims arising from or officersrelated to facts or events which occurred on or prior to the Effective Date; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during premiums for any such periodpolicies, then Parent or including any policy the Surviving Corporation Purchaser puts in place, shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200exceed 250% of the average of the premiums current premium paid by the Company and its Subsidiaries (it being understood and agreed that in 1998the event such directors’ and officers’ liability insurance cannot be obtained for 250% of such last annual premium or less, 1999 in the aggregate, the Purchaser shall only remain obligated to provide the greatest directors’ and 2000 officers’ liability insurance coverage as may be obtained for D&O Insurance such amount). (3) The provisions of this Section 4.12 are and are intended to be for the "Average Premium"benefit of, and will be enforceable by, each Indemnified Party, his or her heirs, executors, administrators and other legal representatives and such rights will be held by the Company, and any successor to the Company (including any surviving corporation), in trust for such Persons and the Company hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of each Indemnified Party, his or her heirs, executors, administrators and other legal representatives; provided furtherprovided, however, that in no event shall Parent approval of any beneficiary of such trust will be required to pay annual premiums for insurance under in connection with an amendment or variation of this Section 7.6(b4.12 prior to the Effective Time. (4) in excess If the Purchaser, the Company or any of 200% its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, the Purchaser shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the Average Premium; properties and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) assets of the Company Disclosure Scheduleor any of its Subsidiaries) assumes all of the obligations set forth in this Section 4.12. (5) Nothing in this Agreement is intended to, shall be construed to, or shall release, waive or impair any rights to directors’ and officers’ liability 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 its respective directors, officers or other employees, it being understood and agreed that the indemnification and other rights provided for in this Section 4.12 are not prior to or in substitution for any such claims under such policies.

Insurance and Indemnification. (a) Parent agrees that all rights Prior to indemnification the Effective Time, following a review and advancement formal written acceptance of expenses for acts the terms and conditions by Stryker, Novadaq shall purchase customary “tail” policies of directors’ and officers’ liability, products and completed operations liability and employment practices liability insurance from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained by Novadaq and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or omissions occurring events which occurred on or prior to the Effective Time (including and Novadaq will, and will cause its Subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for acts or omissions six years from the Effective Time; provided, that Novadaq and its Subsidiaries shall not be required to pay any amounts in respect of directors occurring such coverage prior to the Effective Time in connection with and provided further that the adoption cost of this Agreement such policies shall not exceed 250% of Novadaq’s current annual aggregate premium for policies currently maintained by Novadaq or its Subsidiaries. (b) Novadaq will, and the approval of the Transactions) will cause its Subsidiaries to, honour all rights to indemnification or exculpation now existing in favor favour of present and former employees, officers and directors of Novadaq and its Subsidiaries under Law and, to the current extent that they are disclosed in the Novadaq Disclosure Letter, under the articles or former directors other constating documents of Novadaq and/or its Subsidiaries or officers under any agreement or contract of the Company and the Company any indemnified person with Novadaq or with any of its Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law acknowledges that such rights shall survive the Merger completion of the Plan of Arrangement, and, to the extent within the control of Novadaq, Novadaq shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in full force and effect in accordance with their terms for a period of not less than six years following from the Effective Time. Parent shall cause to be included Date. (c) From and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers Stryker will cause Novadaq to comply with its obligations under Section 5.7(a) and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsSection 5.7(b). (bd) Parent If Novadaq or Stryker or any of their successors or assigns shall (i) amalgamate, consolidate with or merge or wind-up into any other person and shall not be the Surviving Corporation continuing or surviving corporation or entity; or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall maintain be made so that the Company's existing officers' successors and directors' liability insurance assigns and transferees of Novadaq or Stryker, as the case may be, shall assume all of the obligations of Novadaq or Stryker, as applicable, set forth in this Section 5.7. ("D&O Insurance"e) The provisions of this Section 5.7 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, Novadaq hereby confirms that it is acting as trustee on their behalf, and agrees to enforce the provisions of this Section 5.7 on their behalf. Furthermore, this Section 5.7 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedulesix years.

Insurance and Indemnification. (a) Parent agrees that all rights The Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in the Bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of at least six years from the Effective Time in any manner that would affect adversely the rights of individuals, who were directors, officers, employees or agents of the Company at or prior to the Effective Time, unless such modification shall be required by Law. (b) Prior to the fifth Business Day preceding the Effective Time, Parent shall have the right, but not the obligation, to purchase a six-year prepaid "tail policy" on terms and advancement conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of expenses for officers' and directors' liability insurance covering acts or omissions occurring at or prior to the Effective Time (including for acts or omissions of directors occurring prior to "D&O Insurance") maintained by the Effective Time in connection with Company, covering without limitation the adoption of this Agreement and transactions contemplated hereby (the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified PartyTail Policy"), provided in . If Parent has not purchased the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted Tail Policy by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following fifth Business Day preceding the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous Company shall have the right to purchase the Tail Policy prior to the Indemnified Parties than Closing on terms reasonably acceptable to Parent. In the corresponding provisions contained in the Company Organizational Documents. (b) absence of any such Tail Policy, Parent or and the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") Insurance for a period of not less than three six years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided that Parent and the Surviving Corporation shall use their respective reasonable best efforts to ensure that any substitution or replacement of existing policies shall not result in any gaps or lapses of coverage with respect to facts, events, acts or omissions occurring at or prior to the Effective Time; provided, further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium")Insurance; provided further, however, that in no event shall Parent or Merger Sub be required to pay annual premiums for insurance under this Section 7.6(b6.5(b) in excess of 200150% of the Average Premium; current annual premiums paid by the Company for such insurance. (c) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any individual who is now, or who has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, employee or agent of the Company, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.5 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (d) The covenants contained in this Section 6.5 are intended to be for the benefit of, and providedshall be enforceable by, furthereach of the indemnified parties and their respective heirs and legal Representatives and shall not be deemed exclusive of any other rights to which an indemnified party is entitled, whether pursuant to Law, contract or otherwise. Parent shall pay all expenses, including reasonable attorneys' fees, that if may be incurred by the persons referred to in this Section 6.5 in connection with their successful enforcement of their rights provided in this Section 6.5. (e) In the event that the Parent or the Surviving Corporation is unable or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to obtain any person, then, and in each such case, proper provision shall be made so that the amount successors or assigns of insurance required by this Section 7.6(b) for such annual premium, the Parent or the Surviving Corporation Corporation, as the case may be, shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of succeed to the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is obligations set forth on in this Section 7.6(b) of the Company Disclosure Schedule6.5.

Insurance and Indemnification. (a) Parent Xxxxxx will, or will cause Xxxxxx to, at Xxxxxx' option, either (i) maintain in effect without any reduction in scope or coverage for not less than six years from the Effective Date customary policies of directors' and officers' liability insurance providing protection comparable to the protection provided by the policies maintained by Xxxxxx in favour of the directors and officers of Xxxxxx and each of its subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred prior to the Effective Time or (ii) purchase as an extension of Xxxxxx'x current insurance policies, prepaid non cancellable run-off directors' and officers' liability insurance providing coverage comparable to that contained in Xxxxxx'x existing policy for six years from the Effective Time with respect to claims arising from or related to facts or events that occurred at or prior to the Effective Time. (b) Xxxxxx agrees that all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time exculpation (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactionsrights under Xxxxxx'x corporate by-laws) now existing in favor favour of the current any present or former directors officer or officers director of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents Xxxxxx or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law its subsidiaries shall survive the Merger completion of the Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six years after from the Effective Date and Xxxxxx hereby assumes, effective upon completion of the Arrangement, all such liability with respect to matters arising prior to the Effective Time; . (c) In the event that Xxxxxx or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that such successors and assigns of Xxxxxx or, at Xxxxxx' option, Xxxxxx shall assume the obligations set forth in this SECTION 7.5 without releasing in any respect Xxxxxx' obligations hereunder. (d) The provisions of this SECTION 7.5 are (i) for the benefit of, and shall be enforceable by, each indemnified Party, his or her heirs, executors, administrators and other legal representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and the rights granted under this SUBSECTION 7.5(d) shall be held by Xxxxxx in trust for such persons provided, however, that Parent may substitute therefor policies no approval of substantially equivalent coverage and amounts containing terms no less favorable to any beneficiary of such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation trust shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required in connection with an amendment or variation of this section prior to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure ScheduleEffective Date.

Insurance and Indemnification. (a1) Parent agrees Prior to the Effective Date, the Company shall obtain and pay the full premiums for the extension of the Company’s policies of directors and officers liability insurance for a claims reporting or run-off and extended reporting period of at least six (6) years from and after the Effective Date, provided that any such run-off or “tail” policies obtained are consistent with policies obtained in similar circumstances for other companies comparable to the Company (in terms of market value) in its relevant industry. Such directors and officers insurance shall cover the present and former directors and officers of the Company with respect to any claim or matter insured related to any period of time on or prior to the Effective Date and otherwise with respect to any act or omission on the part of such directors and officers in their capacities as directors and officers of the Company (including without limitation in connection with the entering into of this Agreement, the approval and completion of the Arrangement and each of the transactions contemplated thereby), with terms, conditions, retentions and limits of liability that are no less favourable to the indemnified persons than the coverage provided under the existing insurance policies of the Company. (2) The Purchaser shall and shall cause the Company (and any successors) to honour all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) exculpation now existing in favor favour of the current or present and former directors or directors, officers and employees of the Company and the Purchaser shall cause the Company Subsidiariesto ensure that the articles and bylaws of the Company (or any successor thereto) contain substantially the same provisions with respect to indemnification set forth in the articles and bylaws of the Company in effect immediately prior to the Effective Date, which provisions shall not, except to the extent required by Law, be materially amended, repealed or otherwise modified for a period of six (6) years from the Effective Date in any manner, that would materially and adversely affect the rights thereunder of individuals who at any time on or before the Effective Date, were directors, officers or employees of the Company. (3) The provisions of this Section 4.9 are intended for the benefit of, and their respective heirs shall be enforceable by each insured or indemnified person, his or her heirs, executors, administrators and other legal representatives (each an "Indemnified Party")and, provided in for such purpose, the Company Organizational Documents (including any successor) hereby confirms that it is acting as agent and trustee on their behalf. (4) If the Company or Subsidiary Organizational Documents any of its successors consolidates with or merges into any other person and any indemnification agreements is not the continuing or arrangements surviving corporation or entity of such consolidation or merger, proper provisions shall be made by the Company and the Purchaser so that the successors of the Company Subsidiaries shall assume all of the obligations of the Company set forth in this Section 4.9. (5) The Purchaser will and will cause the Company to honour and abide by and perform the terms of all agreements of the Company with its directors, officers and employees in effect on the Effective Date, including without limitation, under indemnification agreements, employment agreements and retention agreements (including, without limitation, as set forth in the Severance Side Letter) and in respect of those individuals who are on disability leave, parental leave or as to the fullest extent other permitted by law absence. (6) The provisions of this Section 4.9 shall survive completion of the Merger Arrangement and shall continue in full force and effect in accordance with their terms for a period of six (6) years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsDate. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.

Insurance and Indemnification. (a) Parent agrees that A. All insurance policies obtained or maintained by Sublicensee will by endorsement specifically name as additional insureds Licensor, any affiliate of Licensor designated by Licensor, and their employees. B. Sublicensee will, and hereby does, indemnify and, at Licensor’s option, defend Licensor and its affiliates, their officers, directors, agents and employees, and their respective successors and assigns, from and against any and all rights to indemnification and advancement of damages, claims, demands, suits, judgments, losses, or expenses for acts or omissions occurring prior to the Effective Time (including for acts attorneys’ fees and litigation costs) of any nature whatsoever (including, but not limited to, libel, slander, disparagement, defamation, copyright infringement, trademark infringement, patent infringement, trade secret infringement, invasion of privacy or omissions of directors occurring prior publicity rights, piracy and/or plagiarism arising from or related to the Effective Time any materials prepared by Sublicensee in connection with the adoption of this Agreement and the approval provision of the TransactionsServices under this Sublicense Agreement, violation of consumer protection rules, or any offerings of Sublicensee not consistent with this Sublicense Agreement or applicable law), arising directly or indirectly from or out of: (i) now existing any act, error or omission of Sublicensee or its directors, invitees or employees, agents, or contractors; and/or (ii) any occupational injury or illness sustained by any employees, agents, or contractors of Sublicensee in favor furtherance of the current or former directors or officers Services hereunder; and/or (iii) any failure of Sublicensee to perform the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect Services hereunder in accordance with their terms for a period the highest generally accepted professional standards; and/or (iv) any breach of six years following Sublicensee’s representations as set forth herein or in any other agreement related to the Effective Time. Parent shall cause provision of the Services; and/or (v) any other failure of Sublicensee to comply with the obligation on its part to be included and to be maintained performed hereunder or in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous other agreement related to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% provision of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average PremiumServices. The premium for D&O Insurance for the 12-month period ending May 2002 indemnification contained herein shall extend to claims occurring after this Sublicense Agreement has terminated as well as while this Sublicense Agreement is set forth on Section 7.6(b) of the Company Disclosure Schedulein force.

Insurance and Indemnification. (a) Parent agrees that all rights Prior to indemnification the Effective Time, Greenbrook shall purchase customary “tail” policies of directors’ and advancement officers’ liability insurance from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained by Greenbrook and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of expenses for acts claims arising from facts or omissions occurring events which occurred on or prior to the Effective Time (including and Greenbrook will and will cause its Subsidiaries to, maintain such “tail” policies in effect without any reduction in scope or coverage for acts or omissions six years from the Effective Time; provided, that Greenbrook and its Subsidiaries shall not be required to pay any amounts in respect of directors occurring such coverage prior to the Effective Time in connection with and provided further that the adoption cost of this Agreement such policies shall not exceed 300% of Greenbrook’s current annual aggregate premium for policies currently maintained by Greenbrook or its Subsidiaries. (b) Greenbrook will, and the approval of the Transactions) will cause its Subsidiaries to, honour all rights to indemnification or exculpation now existing in favor favour of present and former employees, officers and directors of Greenbrook and its Subsidiaries under Law and under the current articles or former directors other constating documents of Greenbrook and/or its Subsidiaries or officers under any agreement or contract of the Company and the Company any indemnified person with Greenbrook or with any of its Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law acknowledges that such rights shall survive the Merger completion of the Plan of Arrangement, and, to the extent within the control of Greenbrook, Greenbrook shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in full force and ​ ​ effect in accordance with their terms for a period of not less than six years following from the Effective Time. Parent shall cause to be included Date. (c) From and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers Neuronetics will cause Greenbrook to comply with its obligations under Section 5.11(a) and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsSection 5.11(b). (bd) Parent If Neuronetics, Greenbrook or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a 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, Neuronetics shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the Surviving Corporation properties and assets of Greenbrook or its Subsidiaries) assumes all of the obligations set forth in this Section 5.11. (e) The provisions of this Section 5.11 are intended for the benefit of, and shall maintain be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, Xxxxxxxxxx hereby confirms that it is acting as trustee on their behalf, and agrees to enforce the Company's existing officers' and directors' liability insurance ("D&O Insurance") provisions of this Section 5.11 on their behalf. Furthermore, this Section 5.11 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedulesix years.

Insurance and Indemnification. (a1) Parent agrees that all rights The Purchaser will, or will cause the Company and its Subsidiaries to, maintain in ‎effect for six years from the Effective Date customary policies of directors’ and officers’ ‎liability insurance providing protection no less favourable to indemnification the protection provided by the ‎policies maintained by the Company and advancement its Subsidiaries which are in effect immediately ‎prior to the Effective Date and providing protection in respect of expenses for acts claims arising from facts or omissions occurring ‎events which occurred on or prior to the Effective Time (including for acts or omissions of directors occurring Date; provided, however, that the Purchaser ‎acknowledges and agrees that prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of Time, notwithstanding any other provision ‎hereof, the Company may, at its option, purchase prepaid run-off directors’ and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as officers’ liability ‎insurance on terms substantially similar to the fullest extent permitted directors’ and officers’ liability policies currently ‎maintained by law shall survive the Merger and shall continue in full force and effect in accordance with their terms Company, but providing coverage for a period of six years from the ‎Effective Date with respect to claims arising from or related to facts or events which occurred on ‎or prior to the Effective Date. (2) The Purchaser shall, following the Effective Time. Parent shall Date, honour and cause the Company to be included honour all rights to indemnification or exculpation in favour of present and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of former officers and directors of the Company and its Subsidiaries as provided in the constating ‎documents of the ‎Company or any of its Subsidiaries in effect as of the ‎date of this Agreement or any ‎Contract by which the Company or any of its Subsidiaries is bound and which is in effect ‎as of the date hereof (including ‎provisions relating to the advancement of expenses which are, incurred in the aggregate‎defense of any ‎action or suit), no less advantageous copies of which have been delivered to the Indemnified Parties than Purchaser, will survive the corresponding provisions contained completion of the Plan of Arrangement and ‎‎continue in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' full force and directors' liability insurance ("D&O Insurance") effect and without modification for a period of not less than three six (6) years after from the Effective Time; provided, howeverwith respect to actions ‎or omissions of ‎the Indemnified Parties occurring prior to the ‎Effective Time. (3) If the Company or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a 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, the Purchaser shall take commercially reasonable efforts to ensure that Parent may substitute therefor policies any such successor or assign (including, as applicable, any acquirer of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% all of the average of the premiums paid by the Company in 1998, 1999 properties and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) assets of the Company Disclosure Scheduleor its Subsidiaries) assumes all of the obligations set forth in this Section 4.9. (4) The Purchaser shall act as agent and trustee of the benefits of the foregoing for the current and former directors and officers of the Company for the purpose of Section 4.9(1). This Section 4.9 shall survive the execution and delivery of this Agreement and the completion of the Arrangement.

Insurance and Indemnification. (a) Parent The Fund and IRE agree that the Fund will be entitled to secure directors’ and trustees’ and officers’ liability insurance coverage for the current and former directors, trustees and officers of the Fund and the Fund Subsidiaries on a six year “trailing” or “run-off” basis. If the Fund elects not to subscribe to such a policy for any reason, then IRE agrees that, for not less than six years from the Effective Time, it shall maintain insurance coverage substantially equivalent to that in effect under the current policies of the directors’, trustees’ and officers’ liability insurance maintained by the Fund or any of the Fund Subsidiaries which is no less advantageous, and with no gaps or lapses in coverage with respect to matters occurring prior to on or the Effective Time. (b) IRE also undertakes in favour the current and former directors, trustees and officers of IRE and the IRE Subsidiaries to maintain, for not less than six years from the Effective Time, insurance coverage substantially equivalent to that in effect under the current policies of the directors’, trustees’ and officers’ liability insurance maintained by IRE or any of the IRE Subsidiaries which is no less advantageous, and with no gaps or lapses in coverage with respect to matters occurring prior to on or the Effective Time. (c) The Fund and IRE agree that all rights to indemnification and advancement of indemnification, exculpation or expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) reimbursement now existing in favor favour of present and former officers, trustees and directors of the current or former directors or officers of Fund, the Company Fund Subsidiaries, IRE and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company IRE Subsidiaries or as to the fullest extent permitted by law shall survive the Merger Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six years after from the Effective Time; providedDate. (d) The provisions of this Section 4.7 are intended for the benefit of all present and former directors, however, that Parent may substitute therefor policies of substantially equivalent coverage trustees and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% officers of the average Fund, the Fund Subsidiaries, IRE and the IRE Subsidiaries, as and to the extent applicable in accordance with their terms, and shall be enforceable by each of such Persons and his or her heirs, executors administrators and other legal representatives and shall not be terminated, modified or waived in such a manner as to adversely affect any such Person, it being expressly agreed that the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required Persons to pay annual premiums for insurance under whom this Section 7.6(b) in excess of 200% of the Average Premium; 4.7 applies shall be third party beneficiaries of, and providedentitled to directly enforce, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule4.7.

Insurance and Indemnification. (a) Parent The Purchaser agrees that it will maintain in effect, or will cause the Company or its successors to maintain in effect, without any reduction in scope or coverage for six years from the Effective Time customary policies of directors’ and officers’ liability insurance providing protection comparable to the current protection provided by the policies maintained by the Company and its Subsidiaries as are in effect immediately prior to the Effective Time and providing coverage on a “trailing” or “run-off” basis for all present and former directors and officers of the Company with respect to claims arising from facts or events which occurred prior to the Effective Time. Furthermore, prior to the Effective Time, the Company may, in the alternative, with the consent of the Purchaser, not to be unreasonably withheld, conditioned or delayed, purchase run-off directors’ and officers’ liability insurance for a period of up to six years from the Effective Time; provided that the cost of such policies shall not exceed 250% (such amount, the “Base Premium”) of the Company’s current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries; provided further, however, that if such insurance can only be obtained at a premium in excess of the Base Premium, the Company may purchase the most advantageous policies of directors’ and officers’ liability insurance reasonably available for an annual premium not to exceed the Base Premium, and the Purchaser shall, or shall cause the Company and its Subsidiaries to, maintain such coverage for six years from the Effective Date, and in such event none of the Purchaser, the Company or any successor of the Company will have any further obligation under this Section 5.6(a). (b) The Purchaser agrees that all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) exculpation now existing in favor favour of the current or present and former officers and directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements shall survive completion of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six years after from the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable Date. Any right to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts indemnification pursuant to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) 5.6 shall not be amended, repealed or otherwise modified at any time in excess a manner that would adversely affect the rights of 200% of the Average Premium; such present and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) former officers and directors of the Company Disclosure Scheduleas provided herein.

Insurance and Indemnification. (ai) Parent agrees that all rights to indemnification and advancement Surviving Corporation will provide each individual who served as a director or officer of expenses for acts or omissions occurring the Company at any time prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms liability insurance for a period of six years following after the Effective Time. Parent shall cause to be included Time no less favorable in coverage and to be maintained amount than any applicable insurance of the Company in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous immediately prior to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires liability insurance expires, or is terminated or cancelled canceled by the insurance carrier during such six-year period, then Parent or the Surviving Corporation shall will use its reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained comparable insurance for an annual premium not in excess the remainder of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium")such period on a commercially reasonable basis; provided further, however, that in no the event any claim or claims are asserted within such period, all rights to indemnification in respect of such claim or claims shall Parent continue until the final disposition thereof; (ii) After the Effective Time, Surviving Corporation (A) will not take or permit to be taken any action to alter or impair any exculpatory or indemnification provisions now existing in the certificate of incorporation, by-laws or indemnification and employment agreements of the Company or any of its Subsidiaries for the benefit of any individual who served as a director or officer of the Company or any of its Subsidiaries (an "Indemnified Party") at any time prior to the Effective Time (except as may be required by applicable law), and (B) shall cause the Surviving Corporation to pay annual premiums honor and fulfill such provisions until the date which is six years from the Effective Time (except as may be required by applicable law); provided, however, that in the event any claim or claims are asserted within such period, all rights to indemnification in respect of such claim or claims shall continue until the final disposition thereof. (iii) To the extent clauses (i) and (ii) above shall not serve to indemnify and hold harmless an Indemnified Party, Surviving Corporation, subject to the terms and conditions of this clause (iii), will indemnify, for insurance a period of six years from the Effective Time, to the fullest extent permitted under applicable law, each Indemnified Party from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses and fees, including all court costs and reasonable attorneys' fees and expenses, resulting from, arising out of, relating to or caused by this Agreement or any of the transactions contemplated herein; provided, however, that in the event any claim or claims are asserted or threatened within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. Any Indemnified Party wishing to claim indemnification under this Section 7.6(b) clause (iii), notwithstanding anything to the contrary in excess of 200% of the Average Premium; and provided, further, that if Parent provisions set forth in the Company's or the Surviving Corporation's certificate of incorporation, by-laws or other agreements respecting indemnification of directors or officers, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Surviving Corporation is unable thereof, but the failure to obtain so notify shall not relieve Surviving Corporation of any liability it may have to such Indemnified Party if such failure does not materially prejudice Surviving Corporation. In the amount event of insurance required by this Section 7.6(bany such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (A) for such annual premium, Parent Acquiror or the Surviving Corporation shall obtain have the right following the Effective Time to assume the defense thereof and Surviving Corporation shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Acquiror or the Surviving Corporation fails to assume such defense or counsel for the Indemnified Party advises that there are issues which raise conflicts of interest between Acquiror or the Surviving Corporation, on the one hand, and the Indemnified Parties, on the other hand, the Indemnified Parties may retain counsel satisfactory to them, and the Company, Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as much insurance as can statements therefor are received; provided, however, that Surviving Corporation shall be obtained obligated to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest, in which case Surviving Corporation need only pay for separate counsel to the extent necessary to resolve such conflict; (B) the Indemnified Parties will reasonably cooperate in the defense of any such matter; and (C) Surviving Corporation shall not be liable for any settlement effectuated without its prior written consent, which consent shall not be unreasonably withheld or delayed. Surviving Corporation shall not settle any action or claim identified in this Section 5(j)(iii) in any manner that would impose any liability or penalty on an annual premium Indemnified Party not paid by Acquiror or the Surviving Corporation without such Indemnified Party's prior written consent, which consent shall not be unreasonably withheld or delayed. (iv) Notwithstanding anything contained in excess clause (iii) above, Surviving Corporation shall not have any obligation hereunder to any Indemnified Party (A) if the indemnification of 200% such Indemnified Party by Surviving Corporation in the manner contemplated hereby is prohibited by applicable law, (B) the conduct of the Average Premium. The premium Indemnified Party relating to the matter for D&O Insurance for which indemnification is sought involved bad faith or willful misconduct of such Indemnified Party, or (C) with respect to actions taken by any such Indemnified Party in his or its individual capacity, including, without limitations, with respect to any matters relating, directly or indirectly, to the 12-month period ending May 2002 is set forth on Section 7.6(b) purchase, sale or trading of securities issued by the Company Disclosure Scheduleother than a tender or sale pursuant to a stock tender agreement or (D) if such Indemnified Party shall have breached its obligation to cooperate with Surviving Corporation in the defense of any claim in respect of which indemnification is sought and such breach (x) materially and adversely affects Surviving Corporation's defense of such claim or (y) will materially and adversely affect Surviving Corporation's defense of such claim if such breach is not cured within ten days after notice of such breach is delivered to the Indemnified Party and such breach is not cured during such period.

Insurance and Indemnification. (a) Parent agrees that all rights to indemnification From and advancement of expenses for acts or omissions occurring prior to after the Effective Time (including for acts or omissions of directors occurring prior Time, Parent shall fulfill and honour, and shall cause the Company and/or its successors to fulfill and honour, in all respects, its obligations pursuant to any indemnification agreements between the Effective Time in connection with the adoption of this Agreement Company and the approval of the Transactions) now existing in favor of the current present or former directors or officers of the Company and or any of its Subsidiaries (each, an “Indemnified Person”) in effect immediately prior to the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents Effective Time and any indemnification agreements or arrangements provisions under the Constating Documents of the Company or the applicable Laws, in each case, as in effect on the date hereof and to the extent disclosed in the Company’s Disclosure Letter and permitted by applicable Laws and/or its successors to not amend, repeal or otherwise modify the provisions with respect to exculpation and indemnification contained in the Constating Documents of the Company Subsidiaries or as to in effect on the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms date hereof for a period of six years following from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, prior to the Effective Time. , were directors or officers of the Company. (b) Prior to the Effective Time, the Company and its Subsidiaries shall and, if the Company and its Subsidiaries are unable to, Parent shall cause the Company and its Subsidiaries as of the Effective Time, to be included obtain and fully pay the premium for the extension of the directors’ and officers’ liability coverage of the existing primary and excess directors’ and officers’ insurance policies for the Company and its Subsidiaries for a period of at least six years from and after the Effective Time (“D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the existing policies of the Company and its Subsidiaries with respect to be maintained any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its Subsidiaries 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 transactions or actions contemplated hereby) provided that the aggregate cost of such D&O Insurance shall not exceed 200% of the aggregate premium paid by the Company for its current primary and excess directors’ and officers’ insurance policies. If the Company and its Subsidiaries for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Company and its Subsidiaries shall continue to maintain in effect for a period of at least six years from and after the Effective Time the D&O Insurance in place as of the Surviving Corporation's (date hereof with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the Company’s existing policies as of the date hereof, or any successor's) certificate of incorporation and by-laws, during the Company shall purchase comparable D&O Insurance for such six-year period following the Effective Timewith terms, provisions regarding elimination conditions, retentions and limits of liability of directors, indemnification of officers and directors and advancement of expenses which are, that are at least as favourable as provided in the aggregate, no less advantageous to Company’s existing policies as of the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documentsdate hereof. (bc) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by If the Company or any of its successors or assigns shall (i) amalgamate, consolidate with or merge or wind up into any other person and shall not be the continuing or surviving corporation or entity, or (ii) transfer all or substantially all of its properties and assets to any person, then, and in 1998each such case, 1999 proper provisions shall be made so that the successors and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) assigns of the Company Disclosure Scheduleshall assume all of the obligations set forth in this Section 4.6. Parent and Acquireco will ensure that the Company and any successors or assigns have adequate financial resources to satisfy all of the obligations set forth in this Section 4.6. (d) The provisions of this Section 4.6 shall survive the consummation of the transactions contemplated by this Agreement and are intended for the benefit of, and shall be enforceable by, each insured or indemnified person, his or her heirs or legal representatives and, for such purpose, the Company hereby confirms that it is acting as agent and trustee on their behalf.

Insurance and Indemnification. 10.1 INDEMNIFICATION : (aA) Parent agrees LICENSEE hereby indemnifies and holds LICENSOR, its successors and assigns, and any entity owning or controlling LICENSOR and its owners, officers, directors, employees, agents and representatives (hereinafter individually or collectively referred to as “Licensor Corporate”) harmless from and against any and all liabilities, claims, causes of action, suits, damages, including without limitation, suits for personal injury or death of third parties, and expenses, including reasonable attorneys’ fees and expenses, for which LICENSOR or Licensor Corporate may become liable or may incur or be compelled to pay as a result of (i) LICENSEE’S performance of (or its failure to perform) its obligations or responsibilities hereunder, or (ii) LICENSEE’S breach of any of its covenants, representations and warranties under this Agreement, or (iii) any claim based upon allegations of negligence or strict liability which are attributable to any act of LICENSEE, or (iv) claims of infringement of any intellectual property right that would not be included under Section 10. 1 (B) below. In the event there is a claim against LICENSOR for which indemnification from LICENSEE is sought hereunder, LICENSEE shall have the right to defend, settle or contest said claim, at LICENSEE’S sole discretion, so long as the exercise of such discretion does not adversely affect LICENSOR in a substantial manner and does not affect the Marks in any way. This paragraph shall survive expiration or termination of the Licensed Term. (B) LICENSOR hereby indemnifies and holds LICENSEE, its successors and assigns, and any entity owning or controlling LICENSEE and its officers, directors, employees, agents and representatives (hereinafter individually or collectively referred to as “Licensee Corporate”) harmless from and against liabilities, claims, causes of action, suits, damages, including without limitation, suits for bodily injury or death of third parties, and expenses, including reasonable attorneys’ fees and expenses, for which LICENSEE or Licensee Corporate may become liable or may incur or be compelled to pay as a result of an infringement of any third party’s registered trademark in the Territory resulting from LICENSEE’S Use of the Marks in compliance with all rights to indemnification the terms and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption conditions of this Agreement and (including, but not limited to, the approval Approval Process set forth in 6.2). In the event there is a claim against LICENSEE for which indemnification from LICENSOR is sought hereunder, LICENSOR shall have the sole right to elect to defend, settle or contest said claim, at LICENSOR’S sole discretion, except as otherwise provided herein. This paragraph shall survive expiration or termination of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsLicensed Term. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.

Insurance and Indemnification. (a) Parent agrees AcquisitionCo will, or will cause SMART and the SMART Subsidiaries to, maintain in effect without any reduction in amount or scope for six years from the Effective Time customary policies of directors’ and officers’ liability insurance providing protection no less favourable to the protection provided by the policies maintained by SMART and the SMART Subsidiaries that all rights to indemnification and advancement of expenses for acts or omissions occurring are in effect immediately prior to the Effective Time (including for acts and providing protection in respect of claims arising from facts or omissions of directors occurring events that occurred prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies in no event will AcquisitionCo, SMART or the SMART Subsidiaries be required to, collectively, expend a premium for such coverage in excess of substantially equivalent two hundred fifty percent (250%) of the last premium, collectively, paid by SMART and the SMART Subsidiaries for such insurance prior to the date of this Agreement, which amount is set forth in the Disclosure Letter (the “Maximum Premium”). If such insurance coverage cannot be obtained at a premium equal to or less than the Maximum Premium, SMART and amounts containing terms no less favorable the Subsidiaries will obtain, and AcquisitionCo will cause the SMART and the SMART Subsidiaries to such former directors or officers; provided furtherobtain, that if the existing D&O Insurance expires amount of directors’ and officers’ insurance (or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained “tail” coverage) obtainable for an annual premium equal to the Maximum Premium. Prior to the Effective Time, SMART may, in the alternative, with the prior written consent of AcquisitionCo, not to be unreasonably withheld, purchase run off directors’ and officers’ liability insurance for a period of up to six years from the Effective Time and in excess such event, neither of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event AcquisitionCo or SMART shall Parent be required to pay annual premiums for insurance have any further obligation under this Section 7.6(b7.8(a). (b) AcquisitionCo agrees that it shall directly honor all rights to indemnification or exculpation agreements, arrangements or rights now existing in excess favour of 200% present and former officers and directors of SMART and the SMART Subsidiaries. All rights to indemnification or exculpation shall survive the completion of the Average Premium; Arrangement and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount provisions of insurance required by this Section 7.6(b7.8 [Insurance and Indemnification] shall be binding, jointly and severally, on all successors of AcquisitionCo. (c) The provisions of this Section 7.8 [Insurance and Indemnification] are intended for the benefit of, and shall be enforceable by, each insured or indemnified person, his or her heirs, executors, administrators and legal representatives and, for such annual premiumpurpose, Parent or the Surviving Corporation shall obtain SMART hereby confirms that it is acting as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth agent and trustee on Section 7.6(b) of the Company Disclosure Scheduletheir behalf.

Insurance and Indemnification. (a) Parent agrees 1. The Parties agree that all rights to indemnification or exculpation ‎‎now existing in favour of the present and former directors and officers of the ‎Company or of any of its Subsidiaries or who acts as a fiduciary under any ‎Company Plan ‎‎(each such present or former director or officer ‎of the Company or of any of its Subsidiaries ‎or fiduciary being herein ‎referred to as an “Indemnified Party” and such Persons collectively ‎being ‎referred to as the “Indemnified Parties”) as provided in the Organizational Documents of the ‎Company or any of its Subsidiaries in effect as of the ‎date of this Agreement or any ‎Contract by which the Company or any of its Subsidiaries is bound and which is in effect ‎as of the date hereof (including ‎provisions relating to the advancement of expenses for acts incurred in the ‎defense of any ‎action or omissions occurring prior suit), copies of which have been delivered to the Effective Time (including for acts or omissions of directors occurring prior to Purchaser, will survive the Effective Time in connection with the adoption of this Agreement and the approval completion of the Transactions) now existing in favor Plan of the current or former directors or officers of the Company Arrangement and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue ‎‎continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") without modification for a period of not less than three six years after from the Effective Time, with respect to actions ‎or omissions of ‎the Indemnified Parties occurring prior to the ‎Effective Time.‎ 2. The Purchaser will, or will cause the Company and its Subsidiaries to, maintain in ‎effect for six (6) years from the Effective Date customary policies of directors’ and officers’ ‎liability insurance providing protection no less favourable than the protection provided by the ‎policies maintained by the Company and its Subsidiaries which are in effect immediately ‎prior to the Effective Date and providing protection in respect of claims arising from facts or ‎events which occurred on or prior to the Effective Date; provided, however, that Parent may substitute therefor the Purchaser ‎acknowledges and agrees that prior to the Effective Time, notwithstanding any other provision ‎hereof, the Company may, at its option, purchase prepaid run-off directors’ and officers’ liability ‎insurance on terms substantially similar to the directors’ and officers’ liability policies currently ‎maintained by the Company and its Subsidiaries, but providing coverage for a period of substantially equivalent coverage and amounts containing terms no less favorable six (6) years from the ‎Effective Date with respect to such former directors claims arising from or officersrelated to facts or events which occurred on ‎or prior to the Effective Date; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during premiums for any such periodpolicies, then Parent or including any policy the Surviving Corporation ‎Purchaser puts in place, shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can exceed 300% of the current premium paid by the ‎Company and its Subsidiaries (it being understood and agreed that in the event such ‎directors’ and officers’ ‎liability insurance cannot be obtained for an annual premium not in excess of 200300% of such last ‎annual premium or less, in the average ‎aggregate, the Purchaser shall only remain obligated to ‎provide the greatest directors’ and officers’ ‎liability insurance coverage as may be ‎obtained for such amount).‎ 3. The provisions of this Section 4.10 shall survive the consummation of the premiums paid Arrangement and are and are intended to be for the benefit of, and will ‎be enforceable by, each Indemnified Party, his or her heirs, executors, administrators and other ‎legal representatives and such rights will be held by the Company, and any successor to the ‎Company (including any Surviving Corporation), in trust for such Persons and the Company in 1998‎hereby accepts such trust and agrees to hold the benefit of and enforce performance of such ‎covenants on behalf of each Indemnified Party, 1999 his or her heirs, executors, administrators and 2000 for D&O Insurance (the "Average Premium")‎other legal representatives; provided furtherprovided, however, that in no event shall Parent approval of any beneficiary of such trust ‎will be required to pay annual premiums for insurance under in connection with an amendment or variation of this Section 7.6(b4.10 prior to the ‎Effective Time. 4. If the Purchaser, the Company or any of its Subsidiaries or any of their respective ‎successors or assigns (i) in excess consolidates with or merges into any other Person and is not the ‎continuing or Surviving Corporation or entity of 200% such consolidation or merger, or (ii) transfers all or ‎substantially all of its properties and assets to any Person, the Purchaser shall ensure that any such ‎successor or assign (including, as applicable, any acquirer of substantially all of the Average Premium; properties and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) ‎assets of the Company Disclosure Scheduleor any of its Subsidiaries) assumes all of the obligations set forth in ‎this Section 4.10. 5. Nothing in this Agreement is intended to, shall be construed to, or shall release, waive or ‎impair any rights to directors’ and officers’ liability 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 its ‎respective directors, officers or other employees, it being understood and agreed that the ‎indemnification and other rights provided for in this Section 4.10 are not prior to or in substitution ‎for any such claims under such policies.‎

Insurance and Indemnification. (a) Parent agrees SoCal shall permit Seller to use its best efforts to extend the discovery period of its directors’ and officers’ liability insurance for a period of up to forty-eight (48) months with respect to all matters arising from facts or events which occurred before the Effective Time for which Seller would have had an obligation to indemnify its directors and officers; provided, however, that all rights the total costs to indemnification Seller and advancement SoCal of expenses the premiums for such coverage shall not exceed an aggregate of $32,000 (the “Insurance Amount”). If SoCal is unable to maintain or obtain the insurance called for by this Section 5.6 as a result of the preceding provision, SoCal shall use best efforts to obtain as much comparable insurance as is available for the Insurance Amount with respect to acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing Merger by such directors and officers in favor of the current their capacities as such. If SoCal shall consolidate with or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and merge into any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger other entity and shall continue not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any other entity, then and in full force each case, proper provision shall be made so that the successors and effect assigns of SoCal shall assume the obligations set forth in accordance with their terms for this Section 5.6. (b) For a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's forty-eight (or any successor's48) certificate of incorporation and by-laws, during such six-year period following months after the Effective Time, provisions regarding elimination of liability of directorsSoCal shall, and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of officers and directors provided for in Seller’s Charter Documents as in effect on the date hereof with respect to indemnification for liabilities and advancement claims arising out of expenses which areacts, in the aggregateomissions, no less advantageous events, matters or circumstances occurring or existing prior to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, howeverincluding, that Parent may substitute therefor policies of substantially equivalent coverage without limitation, the Merger and amounts containing terms no less favorable the other transactions contemplated by this Agreement, to the extent such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts rights to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium indemnification are not in excess of 200% that permitted by applicable state or federal laws or regulatory authorities. (c) The provisions of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable are intended to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on benefit of, and shall be enforceable by, each director or officer of Seller and his or her heirs and representatives. There shall be no duplication of benefits pursuant to Section 7.6(b5.6 (a) of the Company Disclosure Scheduleand (b).

Insurance and Indemnification. (a) Parent agrees Prior to the Effective Time, Sunward shall obtain and fully pay the premiums for a non- cancellable extension of the directors’ and officers’ liability coverage of Sunward’s existing directors’ and officers’ insurance policies and Sunward’s existing fiduciary liability insurance policies (collectively, the “D&O Insurance”), in each case for a claims reporting or discovery period of up to six (6) 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 Sunward’s current D&O Insurance carriers or one or more insurance carriers with the same or better credit rating as Sunward’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 all rights in no event shall Sunward pay aggregate premiums for such “tail” insurance policies in excess of 250% of the aggregate annual premium for directors’ and officers’ liability policies currently maintained by Sunward; provided further, that if the aggregate premiums payable for such “tail” insurance policies exceed such amount, Sunward shall obtain “tail” insurance policies with the greatest coverage available, with respect to indemnification and advancement of expenses for acts or omissions matters occurring prior to the Effective Time Time, for a cost not exceeding such amount. (including for acts b) NovaCopper agrees that it shall cause Sunward to honour all rights to indemnification or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) exculpation now existing in favor favour of present and former officers and directors of Sunward and its subsidiaries to the extent that they are disclosed in Schedule 7.6(b) of the current or former directors or officers Sunward Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in Schedule 7.6(b) of the Company and the Company SubsidiariesSunward Disclosure Letter, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six (6) years after from the Effective Time; providedDate. (c) The provisions of this Section 7.6 are intended for the benefit of, howeverand shall be enforceable by, each insured or indemnified person, his or her heirs and his or her legal representatives and, for such purpose, Sunward hereby confirms that Parent may substitute therefor policies it is acting as agent and trustee on their behalf. Furthermore, this Section 7.6 shall survive the termination of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain this Agreement as much D&O Insurance as can be obtained for an annual premium not in excess of 200% a result of the average occurrence of the premiums paid by the Company in 1998, 1999 and 2000 Effective Date for D&O Insurance a period of six (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b6) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Scheduleyears.

Insurance and Indemnification. (a) Parent agrees From and after the Closing, Purchaser shall cause PinnOak to continue to indemnify and hold harmless each of PinnOak’s and the Subsidiaries’ present and former directors, officers, Employees and agents, in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending Action at law or in equity relating to the business of PinnOak (including actions related to this Agreement or the transactions contemplated hereby) or the status of such individual as a director, officer, Employee or agent at or prior to the Closing, to the fullest extent permitted by applicable Law. Purchaser shall cause PinnOak to retain in the certificate of formation or operating agreement of PinnOak and each Subsidiary any indemnification provision or provisions in effect as of the date hereof for the benefit of PinnOak’s and the Subsidiaries’ officers, directors, Employees and agents that all existed immediately prior to Closing and during the time period prior to Closing, and not thereafter amend the same with respect to such persons (except to the extent that such amendment preserves, increases or broadens the indemnification or other rights theretofore available to such officers, directors, Employees and agents). (b) For six years from the Closing, Purchaser shall cause to be maintained in effect an officers’ and directors’ liability insurance and indemnification and advancement policy, with an insurer with a Standard & Poor’s rating of expenses at least A that provides coverage for acts or omissions occurring prior to the Effective Time Closing covering each Person currently covered by such insurance policies held by or for the benefit of PinnOak and the Subsidiaries and their respective directors, officers, Employees and agents on terms with respect to coverage and in amounts no less favorable than those of such policies in effect on the date of this Agreement (including the “Existing Insurance”). Purchaser shall satisfy its obligations under this Section 6.7(b) by purchasing a “tail” policy from an insurer with a Standard & Poor’s rating of at least A, which (i) has an effective term of six years from the Closing, (ii) covers each Person currently covered by the Existing Insurance for acts actions and omissions occurring on or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement Closing and the approval (iii) contains terms that are no less favorable than those of the Transactions) now existing in favor Existing Insurance. Notwithstanding the foregoing, Purchaser shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 200% of the current or former directors or officers annual premiums paid as of the Company and date hereof for such insurance (the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"“Current Premium”), provided in the Company Organizational Documents or Subsidiary Organizational Documents and . If such premium for such insurance required to be maintained pursuant to this Section 6.7(b) would at any indemnification agreements or arrangements time exceed 200% of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent Current Premium, then Purchaser shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate policies of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which areinsurance which, in its good faith determination, provide the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent maximum dollar loss coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for available at an annual premium not in excess of equal to 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Current Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.

Insurance and Indemnification. (1) Parent will, or will cause Acquisition Sub to, at Parent’s option, either (a) maintain in effect without any reduction in scope or coverage for not less than six years from the Effective Date customary policies of directors’ and officers’ liability insurance providing protection no less favourable to the protection provided by the policies maintained by Hummingbird in favour of the directors and officers of Hummingbird and each of its subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred prior to the Effective Time or (b) purchase as an extension of Hummingbird’s current insurance policies, prepaid non cancellable run-off directors’ and officers’ liability insurance providing coverage comparable to that contained in Hummingbird’s existing policy for six years from the Effective Time with respect to claims arising from or related to facts or events that occurred at or prior to the Effective Time. (2) Parent agrees that all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time exculpation existing in connection with the adoption of this Agreement and the approval favour of the Transactions) now existing in favor of the current or former directors or officers of Hummingbird or any subsidiary of Hummingbird as at the Company and date of the Company Subsidiaries, and their respective heirs and representatives Non-Disclosure Agreement (each an "Indemnified Party"), the “Hummingbird D&O Rights”) as provided in the Company Organizational Documents Hummingbird’s articles or Subsidiary Organizational Documents and any indemnification agreements by-laws or arrangements as disclosed in Section 7.7 of the Company and the Company Subsidiaries or as to the fullest extent permitted by law Disclosure Letter shall survive the Merger transactions contemplated hereby and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six years after from the Effective Time; provided. For a period of six years from the Effective Date, howeverParent will, or will cause Acquisition Sub or Hummingbird to, perform the obligations of Hummingbird under the Hummingbird D&O Rights. (3) In the event Hummingbird or any of its successors or assigns (a) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) transfers all or substantially all of its properties and assets to any person, then, and in such case, proper provision shall be made so that Parent may substitute therefor policies such successors and assigns of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance Hummingbird or, if not obtainableat Parent’s option, Parent Parent, shall obtain as much D&O Insurance as can be obtained for an annual premium not assume the obligations set forth in excess of 200% this Section 7.7. (4) This Section 7.7 shall survive the consummation of the average Arrangement, is intended to benefit Hummingbird and each of the premiums paid its directors and officers and their respective heirs and personal representatives and shall be enforceable by the Company in 1998, 1999 such directors and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; officers and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Scheduletheir respective heirs and personal representatives.

Insurance and Indemnification. (a) Parent agrees Prior to the Effective Time, Newstrike shall obtain and fully pay the premiums for a non- cancellable extension of the directors’ and officers’ liability coverage of Newstrike’s existing directors’ and officers’ insurance policies and Newstrike’s existing fiduciary liability insurance policies (collectively, the “D&O Insurance”), in each case for a claims reporting or discovery period of up to six (6) 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 Newstrike’s current D&O Insurance carriers or one or more insurance carriers with the same or better credit rating as Newstrike’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 all rights in no event shall Newstrike pay aggregate premiums for such “tail” insurance policies in excess of 250% of the aggregate annual premium for directors’ and officers’ liability policies currently maintained by Newstrike; provided further, that if the aggregate premiums payable for such “tail”insurance policies exceed such amount, Newstrike shall obtain “tail” insurance policies with the greatest coverage available, with respect to indemnification and advancement of expenses for acts or omissions matters occurring prior to the Effective Time Time, for a cost not exceeding such amount. (including for acts b) Timmins agrees that it shall cause Newstrike to honour all rights to indemnification or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) exculpation now existing in favor favour of present and former officers and directors of Newstrike and its subsidiaries to the extent that they are disclosed in Schedule 7.6(b) of the current or former directors or officers Newstrike Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in Schedule 7.6(b) of the Company and the Company SubsidiariesNewstrike Disclosure Letter, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six (6) years after from the Effective Time; providedDate. (c) The provisions of this Section 7.6 are intended for the benefit of, howeverand shall be enforceable by, each insured or indemnified person, his or her heirs and his or her legal representatives and, for such purpose, Newstrike hereby confirms that Parent may substitute therefor policies it is acting as agent and trustee on their behalf. Furthermore, this Section 7.6 shall survive the termination of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain this Agreement as much D&O Insurance as can be obtained for an annual premium not in excess of 200% a result of the average occurrence of the premiums paid by the Company in 1998, 1999 and 2000 Effective Date for D&O Insurance a period of six (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b6) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Scheduleyears.

Insurance and Indemnification. (a1) Parent agrees that all rights Prior to indemnification the Effective Time, the Company shall and, if the Company is unable after using commercially reasonable efforts, the Purchaser shall cause the Company to, purchase customary fully pre-paid and advancement non-cancelable "tail" policies of expenses directors' and officers' liability fiduciary liability, and employment practices liability insurance from an insurer(s) of nationally recognized standing providing protection no less favourable in the aggregate than the protection provided by such policies maintained by or for acts or omissions occurring the benefit of the Company and its Subsidiaries which are in effect immediately prior to the Effective Time and providing protection in respect of claims and other matters arising from actual or alleged acts, omissions, facts or events which occurred on or prior to the Effective Time, and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in full force and effect without any reduction in scope of coverage or limits (other than a reduction of limits due to payments by the insurer(s) under the policies) for six (6) years after the Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the aggregate cost of such policies shall not exceed 350% of the Company's and its Subsidiaries' current annual aggregate premium for directors' and officers' liability, fiduciary liability, and employment practices liability insurance policies currently maintained by the Company or its Subsidiaries. If the Company for any reason fails, after having used commercially reasonable efforts, to obtain such run off insurance policies as of the Effective Time, the Purchaser shall, or shall cause the Company and its Subsidiaries to, maintain in effect for a period of at least six (6) years from and after the Effective Time the directors' and officers' liability insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are no less advantageous to the present and former directors and officers of the Company and its Subsidiaries than the coverage provided under the Company's and its Subsidiaries' existing policies as of the date hereof, or the Company shall purchase comparable directors' and officers' liability insurance for such six-(6) year period with terms, conditions, retentions and limits of liability that are at least as favourable to the present and former directors and officers of the Company and its Subsidiaries as provided in Company's existing policies as of the date hereof; provided, that, the annual premium for such directors' and officers' liability insurance policy may not be in excess of 350% of the Company's and its Subsidiaries' current annual aggregate premium for directors' and officers' liability, fiduciary liability, and employment practices liability insurance policies currently maintained by the Company or its Subsidiaries. (2) From and after the Effective Time, the Purchaser shall, to the extent provided for in the Company's Constating Documents on the date hereof, ensure that the Company indemnify and hold harmless, to the fullest extent permitted under applicable Law (and to also advance expenses as incurred to the fullest extent permitted under applicable Law), the then present and former officers, directors and managers of the Company and its Subsidiaries against any costs or expenses (including for acts reasonable attorneys' fees), judgments, fines, losses, claims, damages or omissions liabilities incurred in connection with any Proceeding arising out of directors occurring or related to such Person's service as an officer, director and manager of the Company or any of its Subsidiaries or services performed by such Persons at the request of the Company or any of its Subsidiaries at or prior to or following the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including the approval or completion of this Agreement and the Arrangement or any of the other transactions contemplated by this Agreement or arising out of or related to this Agreement and the transactions contemplated hereby. None of the Purchaser, the Company or any of their respective Subsidiaries shall settle, compromise or consent to the entry of any judgment in any Proceeding involving or naming any such indemnified Person or arising out of or related to any such indemnified Person's service as an officer, director and manager or services performed by such indemnified Person at the request of the Company or any of its Subsidiaries at or prior to or following the Effective Time without the prior written consent (not to be unreasonably withheld or delayed) of that indemnified Person, unless such settlement, compromise or consent includes an unconditional release of such indemnified Person from all liability arising out of such Proceeding. (3) From and after the Effective Time, the Purchaser shall honour, and shall cause the Company and its Subsidiaries to honour, and the Company shall honour all rights to indemnification, exculpation and advancement existing as of immediately prior to the Effective Time in connection with the adoption of this Agreement and the approval favour of the Transactions) now existing in favor of the current or then present and former Employees, officers, directors or officers and managers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company its Subsidiaries or as to the fullest extent permitted by law the Constating Documents or applicable Law or under indemnification agreements disclosed in Section 4.12(4) of the Company Disclosure Letter and acknowledges that such rights shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six (6) years after the Effective Time; providedDate. (4) If the Company or any of its Subsidiaries or any of their respective successors or assigns (a) consolidates or amalgamates with, howeveror merges or liquidates into, any other Person and is not a continuing or surviving company or entity of such consolidation, amalgamation, merger, amalgamation or liquidation, or (b) transfers all or substantially all of its properties and assets to any Person, the Purchaser shall ensure that Parent may substitute therefor policies any such successor or assign (including, as applicable, any acquirer of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% all of the average of the premiums paid by the Company in 1998, 1999 properties and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) assets of the Company Disclosure Scheduleor its Subsidiaries) assumes all of the obligations set forth in this Section 4.12.

Insurance and Indemnification. (a) Parent agrees that all All rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current any director or former directors or officers officer of the Company or any Company Subsidiary as provided in their respective Certificates or Articles of Incorporation or Bylaws or in an agreement between any such director or officer and the Company Subsidiariesor any Company Subsidiary, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements which agreement is disclosed on Section 6.4(a) of the Company and the Company Subsidiaries or as to the fullest extent permitted by law Disclosure Schedule, shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six (6) years following from the Effective Time. Parent shall cause to be included and to be maintained in effect ; provided that in the Surviving Corporation's event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any successor's) certificate of incorporation and by-laws, during all such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documentsclaims. (b) Parent or and the Surviving Corporation shall use their respective reasonable best efforts to maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six (6) years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided provided, further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use their respective reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium")Insurance; provided further, however, that in no event shall Parent or Purchaser be required to pay annual aggregate premiums for insurance under this Section 7.6(b6.4(b) in excess of 200% of the Average Premiumcurrent annual premiums paid by the Company for such insurance (which premiums the Company represents and warrants to be approximately $180,000 in the aggregate); and provided, provided further, however, that if prior to the Effective Time, the Company, with the consent of Parent or the Surviving Corporation is unable to obtain the amount of (which consent shall not be unreasonably withheld), may purchase insurance required by this Section 7.6(b) for such annual premiumsix (6) year period on a prepaid non-cancelable basis, Parent or so long as the Surviving Corporation shall obtain as much insurance as can be obtained premium for an annual premium such three-year period is not in excess of 200% of the Average Premium. The per annum premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of that the Company Disclosure Schedulecurrently pays for its existing policy of directors' and officers' liability insurance, in which case, Parent shall have no obligations to maintain such insurance.

Insurance and Indemnification. As of the Effective Time and for six years thereafter (aor such later time as to which the statute of limitations shall have been extended by action of the Surviving Corporation), Group Ltd. shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless the present and former officers, directors, employees and agents of Audits and its Subsidiaries (each an "Indemnified Party") Parent agrees that against all rights losses, claims, damages or liabilities arising out of actions or omissions occurring on or prior to indemnification the Effective Time (including, without limitation the transactions contemplated by this Agreement) to the full extent permitted or required under Delaware law and advancement by Article Twelfth of the Surviving Certificate of Incorporation and Article VII of the Surviving By-laws (which Article Twelfth and Article VII shall not be amended to adversely affect such indemnity for the six year period), including provisions relating to advances of expenses incurred in the defense of any action or suit, provided that any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under Delaware law and the Surviving Certificate of Incorporation and the Surviving By-laws shall be made by independent counsel mutually selected by the Indemnified Party and the Surviving Corporation. At the Effective Time Group Ltd. shall cause the Surviving Corporation to purchase a non-cancellable extension of the existing directors' and officers' liability insurance of Audits covering parties who are currently covered by such policy for a period of five years after the Effective Time in respect of acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior on terms with respect to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms amount no less favorable to than those of such former directors or officers; provided further, that if policy in effect on the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Scheduledate hereof.

Insurance and Indemnification. (a) Parent agrees that all rights Subject to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiariesapplicable law, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six (6) years following completion of the Effective Time. Parent shall cause Term, the Company will: (i) indemnify Employee and his heirs and representatives to be included and to be maintained the extent provided in the Company’s By-Laws in effect on the date of this Agreement and will not amend, reduce or limit rights of indemnity afforded to them or the ability of the Company to indemnify them, not hinder, delay or make more difficult the exercise of such rights of indemnity and (ii) maintain director and officer liability insurance coverage providing Employee with coverage (1) at least as favorable as the policies in effect immediately prior to the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following date hereof covering the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and Company’s directors and advancement of expenses which are, in the aggregate, no less advantageous officers or (2) as favorable as is available at a cost to the Indemnified Parties than Company of up to 125% of the corresponding provisions contained in premiums currently being paid by the Company Organizational DocumentsCompany. (b) Parent If any claim is (or the Surviving Corporation shall maintain claims are) made against Employee and his heirs and representatives, including legal counsel, arising from Employee=s services as a director, officer and employee of the Company's existing , within six (6) years from the expiration of the Term, the provisions of this Paragraph 15 respecting the Company’s By-Laws shall continue in effect until the final disposition of all such claims. (c) The Company agrees to provide written notice to Employee immediately upon learning of any claim or threatened claim against Employee by any third party relating to or arising out of the business of the Company or Employee’s prior service as a director, officer, employee or controlling shareholder of the Company. The Company further agrees to provide to Employee any complaints and other relevant documentation related to such claims immediately upon receipt of such documentation. (d) Employee agrees that he will cooperate with and assist the Company, as is reasonably requested by the Company, in its defense of any action or proceeding against the Company, its directors, officers' and directors' liability insurance ("D&O Insurance") for a , employees or affiliates arising out of or in any way related to any transactions, events or other matters which occurred during the period of his employment with the Company, to the extent that such cooperation and assistance will not less than three years after impair Employee’s legal rights or remedies or increase the Effective Time; provided, however, likelihood that Parent may substitute therefor policies of substantially equivalent coverage Employee will incur any liabilities as a result thereof. This Agreement shall not preclude Employee from testifying in such action or proceeding. In the event that Employee does cooperate with and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by assist the Company in 1998its defenses of such an action or proceeding, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Scheduleagrees to reimburse Employee for all reasonable expenses incurred by Employee in providing such assistance.

Insurance and Indemnification. (1) From and after the Effective Time, each of the Parent and the Company agrees that it will indemnify and hold harmless each present and former director and officer (which for the purposes of this Section 4.8, includes all individuals listed under the definition of “Company’s Knowledge”) of the Company (in each case, when acting in such capacity), determined as of the Effective Time (the “Indemnified Persons”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, arising out of 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 Company would have been permitted under the CBCA, applicable Law and its Organizational Documents in effect on the date hereof to indemnify such Person (and the Parent or the Company will also advance expenses as incurred to the fullest extent permitted under Law; provided however, that the Person to whom expenses are advanced provides an undertaking to repay such advances if and when a court of competent jurisdiction ultimately determines in a non-appealable ruling that such Person is not entitled to indemnification). (2) Any Indemnified Person wishing to claim indemnification under paragraph (1) of this Section 4.8, upon learning of any such Action, will promptly notify the Parent thereof, but the failure to so notify will not relieve the Parent or the Company of any liability it may have to such Indemnified Person except to the extent such failure materially prejudices the indemnifying Party. In the event of any such Action (whether arising before or after the Effective Time): (a) the Parent agrees or the Company will have the right to assume the defense thereof, and the Parent and the Company will not be liable to such Indemnified Persons for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Persons in connection with the defense thereof, except that if the Parent or the Company elects not to assume such defense or counsel for the Indemnified Persons advises in writing that there are conflicts of interest between the Parent or the Company and the Indemnified Persons, the Indemnified Persons may retain counsel satisfactory to them, and the Parent or the Company will pay all rights reasonable documented fees and expenses of such counsel for the Indemnified Persons promptly as statements therefor are received; provided however, that the Parent and the Company will be obligated pursuant to this paragraph (2) to pay for only one firm of counsel for all Indemnified Persons in any jurisdiction unless the use of one counsel for such Indemnified Persons would present such counsel with a conflict of interest; provided further, that the fewest number of counsels necessary to avoid conflicts of interest will be used; (b) the Indemnified Persons will reasonably cooperate in the defense of any such matter; and (c) the Parent and the Company will not be liable for any settlement effected without their prior written consent (not to be unreasonably withheld, delayed or conditioned); and, provided further, that the Parent and the Company will not have any obligation hereunder to any Indemnified Person if and when a court of competent jurisdiction will ultimately determine, and such determination will have become final, that the indemnification of such Indemnified Person in the manner contemplated hereby is prohibited by Law. (3) Prior to the Effective Time, the Company will, and advancement if the Company is unable to, the Parent will cause the Company as of expenses the Effective Time to, obtain and fully pay for acts “tail” insurance policies with a claims period of at least six years from and after the Effective Time from an insurance carrier with the same or omissions better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage at least as favourable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with this Agreement, the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current Transactions or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"actions contemplated hereby); provided further, however, that in no event shall will the Company expend for such policies a premium amount in excess of 300% of the annual premium currently paid by the Company in respect of its current D&O Insurance coverage. If the Company and the Parent for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Company will, and the Parent will cause the Company to, continue to maintain in effect for a period of at least six years from and after the Effective Time the D&O Insurance in place as of the date hereof with benefits and levels of coverage at least as favourable as provided in the Company’s existing policies as of the date hereof, or the Company will, and the Parent will cause the Company to, use reasonable commercial efforts to purchase comparable D&O Insurance for such six-year period with benefits and levels of coverage at least as favourable as provided in the Company’s existing policies as of the date hereof; provided further that in no event will the Parent or the Company be required to pay expend for such policies an annual premium amount in excess of 300% of the annual premiums currently paid by the Company for such insurance; provided further that if the annual premiums of such insurance coverage exceed such amount, the Company will obtain a policy with the greatest coverage available for a cost not exceeding such amount. (4) If the Parent or the Company or any of their respective successors or assigns: (a) will consolidate with or merge into any other corporation or entity and will not be the continuing or surviving corporation or entity of such consolidation or merger; or (b) will transfer all or substantially all of its properties and assets to any Person, corporation or other entity, then, and in each such case, proper provisions will be made so that the successors and assigns of the Parent or the Company will assume all of the obligations set forth in this Section 4.8. (5) The provisions of this Section 4.8 are intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons. (6) The rights of the Indemnified Person under this Section 7.6(b) 4.8 are in excess of 200% addition to any rights such Indemnified Person may have under the Organizational Documents of the Average Premium; Company, or under any applicable Contracts or Laws, which rights will be honoured by each of, and providednot derogated from any of, furtherthe Parent, that if Parent or the Surviving Corporation is unable Purchaser and the Company. Without limiting the generality of the foregoing, the limits and obligations tied to obtain the amount of insurance required by rights set out in this Section 7.6(b) for 4.8 will not limit or otherwise prejudice any rights the Indemnified Person may have under such annual premiumOrganizational Documents, Parent Contracts or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure ScheduleLaws.

Insurance and Indemnification. (a1) Parent agrees Prior to the Effective Date, Phivida may, in its discretion, purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Xxxxxxx and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and Choom shall, or shall cause Phivida and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for two (2) years from the Effective Date; provided that all rights Choom shall not be required to indemnification and advancement pay any amounts in respect of expenses for acts or omissions occurring such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% of Phivida’s current annual aggregate premium for policies currently maintained by Phivida or its Subsidiaries. (including for acts or omissions of directors occurring prior to 2) Choom shall, following the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) Date, cause Phivida to honour all rights to indemnification or exculpation now existing in favor favour of present and former employees, officers and directors of Phivida and its Subsidiaries to the extent that they are (i) included in the Constating Documents of Phivida or any of its Subsidiaries, or (ii) disclosed in Section 4.7(2) of the current or former directors or officers of the Company and the Company SubsidiariesPhivida Disclosure Letter, and their respective heirs acknowledges that such rights under both (i) and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law ii) shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years following from the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsDate. (b3) Parent If Phivida or the Surviving Corporation any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a 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, Choom shall maintain the Company's existing officers' and directors' liability insurance ensure that any such successor or assign ("D&O Insurance") for a period of not less than three years after the Effective Time; providedincluding, howeveras applicable, that Parent may substitute therefor policies any acquirer of substantially equivalent coverage all of the properties and amounts containing terms no less favorable to such assets of Phivida or its Subsidiaries) assumes all of the obligations set forth in this Section 4.7. (4) Choom shall act as agent and trustee of the benefits of the foregoing for the current and former directors or officers; provided further, that if and officers of Phivida for the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or purpose of Section 4.7(2). This Section 4.7 shall survive the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess execution and delivery of 200% this Agreement and the completion of the average of the premiums paid Arrangement and shall be enforceable against Choom by the Company Persons described in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"Section 4.7(2); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.

Insurance and Indemnification. (a) Parent The Partnership Entities and the Purchaser covenant and agree that the Partnership Entities will be entitled to secure directors’ and officers’ liability insurance coverage for the current and former directors, and officers of the Partnership Entities and the Partnership Subsidiaries on a seven year “trailing” or “run-off” basis, provided that the aggregate cost therefor does not exceed 300% of the annual premiums currently in effect. If the Partnership Entities elect not to subscribe to such a policy for any reason, then the Purchaser covenants and agrees that, for not less than seven years from the Effective Time, it shall maintain insurance coverage substantially equivalent to that in effect under the current policies of the directors’ and officers’ liability insurance maintained by or on behalf of or for the benefit of the Partnership Entities or any of the Partnership Subsidiaries which is no less advantageous, and with no gaps or lapses in coverage with respect to matters occurring prior to or on the Effective Time, provided that the aggregate cost therefor does not exceed 300% of the annual premiums currently in effect. (b) The Partnership Entities and the Purchaser covenant and agree that all rights to indemnification indemnification, exculpation, limitation of liability or expenses reimbursement now existing (i) in favour of present and advancement former officers and directors of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement Partnership Entities and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Partnership Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as ii) pursuant to the fullest extent permitted by law Partnership Agreement, shall survive the Merger Arrangement and shall continue in full force and effect effect. (c) The provisions of Sections 4.16(a), (b) and (c) are intended for the benefit of the applicable third parties not party to this Agreement, and shall be enforceable by each of such Persons and his or her heirs, executors administrators and other legal representatives and shall not be terminated, modified or waived in accordance with their terms such a manner as to adversely affect any such Person, it being expressly agreed that the Persons to whom Sections 4.16(a), (b) and (c) apply shall be third party beneficiaries of, and entitled to directly enforce, this Section 4.16. In addition, GP shall obtain and hold the rights and benefits of Sections 4.16(a), (b) and (c) for itself and in trust for and on behalf of such third parties and GP hereby irrevocably declares such trust and covenants and agrees (for itself and its successors and assigns) to accept such trust and to hold the benefit of and enforce performance of the covenants herein contained on behalf of such third parties. (d) The Corporation and the Purchaser covenant and agree that the Corporation will be entitled to secure directors’ and officers’ liability insurance coverage for the current and former directors, and officers of the Corporation on a period six year “trailing” or “run-off” basis provided that the aggregate cost therefor does not exceed 300% of the annual premiums currently in effect. If the Corporation elects not to subscribe to such a policy for any reason, then the Purchaser covenants and agrees that, for not less than six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following from the Effective Time, provisions regarding elimination it shall maintain insurance coverage substantially equivalent to that in effect under the current policies of the directors’ and officers’ liability insurance maintained by or on behalf of directorsor for the benefit of the Corporation which is no less advantageous, indemnification and with no gaps or lapses in coverage with respect to matters occurring prior to or on the Effective Time. (e) The Corporation and the Purchaser covenant and agree that all rights to indemnification, exculpation or expenses reimbursement now existing in favour of present and former officers and directors of the Corporation shall survive the Arrangement and advancement of expenses which are, shall continue in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documentsfull force and effect. (bf) Parent or The provisions of Sections 4.16(d), (e) and (f) are intended for the Surviving Corporation shall maintain the Company's existing officers' benefit of all present and former directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% officers of the average Corporation, and shall be enforceable by each of such Persons and his or her heirs, executors administrators and other legal representatives and shall not be terminated, modified or waived in such a manner as to adversely affect any such Person, it being expressly agreed that the premiums paid by the Company in 1998Persons to whom Sections 4.16(d), 1999 (e) and 2000 for D&O Insurance (the "Average Premium"); provided furtherf) apply shall be third party beneficiaries of, howeverand entitled to directly enforce, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of 4.16. In addition, the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained and hold the rights and benefits of Sections 4.16(d), (e) and (f) for an annual premium not itself and in excess trust for and on behalf of 200% all present and former directors and officers of the Average Premium. The premium Corporation and the Corporation hereby irrevocably declares such trust and covenants and agrees (for D&O Insurance for itself and its successors and assigns) to accept such trust and to hold the 12-month period ending May 2002 is set forth on Section 7.6(b) benefit of and enforce performance of the Company Disclosure Schedulecovenants herein contained on behalf of such present and former directors and officers of the Corporation. (g) This Section 4.16 shall survive the Effective Time and any termination of this Agreement.

Insurance and Indemnification. (a1) Parent agrees Prior to the Effective Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date, provided that all rights the Purchaser shall not be required to indemnification and advancement pay any amounts in respect of expenses for acts or omissions occurring such coverage prior to the Effective Time and provided further that the aggregate cost of such policies over such six (including 6) year period shall not exceed 300% of the Company’s current annual aggregate premium for acts policies currently maintained by the Company or omissions of directors occurring prior to its Subsidiaries as set forth in the Company Disclosure Letter. (2) The Purchaser shall, from and after the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) Date, honour all rights to indemnification or exculpation now existing in favor favour of the current or present and former employees, officers and directors or officers of the Company and its Subsidiaries to the Company Subsidiaries, and their respective heirs and representatives extent that they (each an "Indemnified Party"), provided i) are included in the Company Organizational Constating Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and or any of its Subsidiaries, (ii) are disclosed in Section 4.8(2) of the Company Subsidiaries Disclosure Letter, or as to the fullest extent permitted by (iii) exist under common law (including, without limitation, vicarious liability), statute or legislation (including, without limitation, health and safety legislation), and acknowledges that such rights shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.six

Insurance and Indemnification. (a1) Parent agrees Prior to the Effective Date, Frankly may, in its discretion, purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Frankly and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and Torque shall, or shall cause Frankly and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that all rights Torque shall not be required to indemnification and advancement pay any amounts in respect of expenses for acts or omissions occurring such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% of Frankly’s current annual aggregate premium for policies currently maintained by Frankly or its Subsidiaries. (including 2) Prior to the Effective Date, WinView may, in its discretion, purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by WinView which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and Torque shall, or shall cause the Surviving Corporation to, maintain such tail policies in effect without any reduction in scope or coverage for acts or omissions six (6) years from the Effective Date; provided that Torque shall not be required to pay any amounts in respect of directors occurring such coverage prior to the Effective Time in connection with and provided further that the adoption cost of this Agreement and such policies shall not exceed 300% of WinView’s current annual aggregate premium for policies currently maintained by WinView. (3) Torque shall, following the approval of the Transactions) Effective Date, cause Frankly to honour all rights to indemnification or exculpation now existing in favor favour of present and former employees, officers and directors of Frankly and its Subsidiaries to the extent that they are (i) included in the Constating Documents of Frankly or any of its Subsidiaries, or (ii) disclosed in Section 5.8(3) of the current or former directors or officers of the Company and the Company SubsidiariesFrankly Disclosure Letter, and their respective heirs acknowledges that such rights under both (i) and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law ii) shall survive the Merger completion of the Transaction and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Date. (4) Torque shall, following the Effective Time. Parent shall Date, cause to be included and to be maintained in effect in the Surviving Corporation's (Corporation to honour all rights to indemnification or any successor's) certificate exculpation now existing in favour of incorporation present and by-lawsformer employees, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, WinView to the extent that they are (i) included in the aggregateConstating Documents of WinView, no less advantageous to the Indemnified Parties than the corresponding provisions contained or (ii) included in the Company Organizational Documents. WinView Filings, and acknowledges that such rights under both (bi) Parent or and (ii) shall survive the Surviving Corporation completion of the Transaction and shall maintain the Company's existing officers' continue in full force and directors' liability insurance ("D&O Insurance") effect in accordance with their terms for a period of not less than three six (6) years from the Effective Date. (5) Torque shall, from and after the Effective Time; providedDate, howevermaintain in effect directors’ and officers’ liability insurance and fiduciary liability insurance in respect of acts or omissions by the Indemnified Parties in connection with any Indemnified Party’s service as an officer, director, chairman of the board or other fiduciary of WinView, Frankly or Torque for a period of not less than six (6) years from the date that Parent such Indemnified Party no longer serves as an officer, director or other fiduciary of WinView, Frankly or Torque. (6) Torque shall, from and after the Effective Date, to the fullest extent permitted by applicable Law, indemnify and hold harmless each of the current and former directors and officers of WinView and Frankly (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”) from and against, and shall compensate and reimburse the Indemnified Parties for (including advancing expenses in the case of any litigation), any loss, damage, injury, claim, demand, settlement, judgment, award, fine, penalty, tax, fee (including reasonable attorneys’ fees), charge, cost (including costs of investigation) or expense of any nature (collectively, “Damages”) which are directly or indirectly suffered or incurred by any Indemnified Party, or to which any Indemnified Party may substitute therefor policies otherwise directly or indirectly become subject (regardless of substantially equivalent coverage whether or not such Damages relate to any third party claim) and amounts containing terms which arise directly or indirectly from or as a result of, or are directly or indirectly connected with, acts or omissions by such Indemnified Party in connection with his or her service as an officer, director, chairman of the board or other fiduciary of WinView or Frankly, including the negotiation or consummation of this Agreement or the Transaction. (7) Torque shall (i) for a period of twelve (12) months following the Effective Date, provide base compensation and employment benefits to continuing Frankly and WinView employees that are no less favorable favourable, in the aggregate, than the base compensation and employee benefits that Torque provides to such former directors or officers; provided furtherits similarly situated employees, that if and (ii) grant service credit to continuing Frankly and WinView employees in respect of their Frankly and WinView employment for purposes of eligibility to participate in, and vesting under, Torque plans. (8) Torque shall, from and after the existing D&O Insurance expires or is terminated or cancelled during such periodEffective Date, then Parent or cause the Surviving Corporation to perform all of its obligations under each WinView Consulting Agreement. (9) If Frankly or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a 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, Torque shall use reasonable best efforts to obtain ensure that any such successor or assign (including, as applicable, any acquirer of substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% all of the average properties and assets of Frankly or its Subsidiaries) assumes all of Frankly’s obligations set forth in this Section 5.8. (10) Torque shall act as agent and trustee of the premiums paid benefits of the foregoing for the current and former directors and officers of Frankly for the purpose of Section 5.8(3). This Section 5.8 shall survive the execution and delivery of this Agreement and the completion of the Transaction and shall be enforceable against Torque by the Company Persons described in 1998, 1999 Section 5.8(3). (11) Torque shall act as agent and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% trustee of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% benefits of the Average Premium. The premium for D&O Insurance foregoing for the 12-month period ending May 2002 is set forth on current and former directors and officers of WinView for the purpose of Section 7.6(b) 5.8(4). This Section 5.8 shall survive the execution and delivery of this Agreement and the completion of the Company Disclosure ScheduleTransaction and shall be enforceable against Torque by the Persons described in Section 5.8(4).

Insurance and Indemnification. (ai) Parent agrees that all rights to indemnification and advancement The Purchaser will provide each individual who served as a director or officer of expenses for acts or omissions occurring the Target at any time prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms liability insurance for a period of six years following after the Effective Time no less favorable in coverage and amount than any applicable insurance of the Target in effect immediately prior to the Effective Time. Parent shall cause to be included and to be maintained in effect in ; PROVIDED, HOWEVER, if the Surviving Corporation's (existing liability insurance expires, or any successor's) certificate of incorporation and by-laws, is terminated or canceled by the insurance carrier during such six-year period following the Effective Timeperiod, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall will use reasonable its best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much liability insurance as can be obtained for an annual the remainder of such period for a premium not in excess (on an annualized basis) of 200150% of the Average Premiumlast annual premium paid prior to the date hereof. The premium for D&O Insurance In fulfillment of its obligations under this clause (i), the Purchaser may arrange insurance providing coverage that in the aggregate is no less favorable to the Target's officers and directors than that which is currently in effect for the 12Purchaser's officers and directors. (ii) The Purchaser (A) will not take or knowingly permit to be taken any action to alter or impair any exculpatory or indemnification provisions now existing in the articles of incorporation, bylaws or indemnification and employment agreements of the Target or any of its Subsidiaries for the benefit of any individual who served as a director or officer of the Target or any of its Subsidiaries (an "INDEMNIFIED PARTY") at any time prior to the Effective Time, and (B) shall cause the Surviving Corporation to honor and fulfill such provisions until the date which is six years from the Effective Date; PROVIDED, HOWEVER, in the event any claim or claims are asserted within such period, all rights to indemnification in respect of such claim or claims shall continue until the final disposition thereof. (iii) To the extent clause (i) above shall not serve to indemnify and hold harmless an Indemnified Party, the Purchaser, subject to the terms and conditions of this clause (iii), will indemnify, for a period of six years from the Effective Date, to the fullest extent permitted under applicable law, each Indemnified Party from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses and fees, including all court costs and reasonable attorneys' fees and expenses, resulting from, arising out of, relating to or caused by this Agreement or any of the transactions contemplated herein; PROVIDED, HOWEVER, in the event any claim or claims are asserted or threatened within such six-month period ending May 2002 is year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. Any Indemnified Party wishing to claim indemnification under this clause (iii), and notwithstanding the provisions set forth in the Target's articles of incorporation, by-laws or other agreements respecting indemnification of directors or officers, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Purchaser thereof, but the failure to so notify shall not relieve the Purchaser of any liability it may have to such Indemnified Party if such failure does not materially prejudice the Purchaser. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (A) the Purchaser or the Surviving Corporation shall have the right to assume the defense thereof and the Purchaser shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Purchaser or the Surviving Corporation fails to assume such defense or counsel for the Purchaser advises that there are issues which raise conflicts of interest between the Purchaser or the Surviving Corporation, on the one hand, and the Indemnified Parties, on the other hand, the Indemnified Parties may retain counsel satisfactory to them, and the Target, the Purchaser or the Purchaser Subsidiary shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; PROVIDED, HOWEVER, that the Purchaser shall be obligated to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest, in which case the Purchaser need only pay for separate counsel to the extent necessary to resolve such conflict; (B) the Indemnified Parties will reasonably cooperate in the defense of any such matter; and (C) the Purchaser shall not be liable for any settlement effectuated without its prior written consent, which consent shall not be unreasonably withheld or delayed. Purchaser shall not settle any action or claim identified in this Section 7.6(b5(h)(iii) in any manner that would impose any liability or penalty on an Indemnified Party not paid by the Purchaser or the Surviving Corporation without such Indemnified Party's prior written consent, which consent shall not be unreasonably withheld or delayed. (iv) Notwithstanding anything contained in clause (iii) above, the Purchaser shall not have any obligation hereunder to any Indemnified Party (A) if the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law, (B) the conduct of the Company Disclosure ScheduleIndemnified Party relating to the matter for which indemnification is sought involved bad faith or willful misconduct, or (C) with respect to actions taken by any such Indemnified Party in its individual capacity, including, without limitations, with respect to any matters relating, directly or indirectly, to the purchase, sale or trading of securities issued by the Target other than a tender or sale pursuant to a stock tender agreement or (D) if such Indemnified Party shall have breached its obligation to cooperate with the Purchaser in the defense of any claim in respect of which indemnification is sought.

Insurance and Indemnification. 9.1 YMB USA and AAIPharma shall each maintain, at its sale cost and expense, insurance coverage with a reputable insurer (awhich shall be either occurrence based or claims made coverage) Parent agrees that all rights in an amount usual and customary for companies engaged in activities as contemplated by this Agreement. All such insurance shall be in place before the first patient is enrolled in the Study. Each shall designate the other party as an additional insured on products and professional liability policies, and an endorsement shall be made on each such policy prohibiting the insurer from cancelling the policy for any reason or substantially modifying its terms without first giving the other party at least thirty (30) days written notice of its intention to indemnification do so. 9.2 If either party maintains it claims-made policy and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and expires or terminates for any reason, then that party shall either: 1) continue to maintain the approval of the Transactions) now existing in favor of the current same or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each higher coverage with an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms insurance carrier for a period of six two (2) years following thereafter; or 2) purchase "Tail Coverage" effective until the Effective Time. Parent second (2nd) anniversary date of the expiration or termination of this Agreement; or 3) obtain and maintain "Prior Acts" coverage equivalent in time and coverage as the "Tail Coverage" described herein. 9.3 Upon request by either party, the other party shall cause provide evidence of that party's compliance with this Section 9.1 and/or 9.2. 9.4 AAIPharma agrees to be included defend, indemnify, save and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation hold harmless YMB USA and by-lawsits parent, during such six-year period following the Effective Time, provisions regarding elimination of liability of subsidiaries and affiliates and their respective directors, indemnification officers, employees and agents (the "YMB USA Indemnities") from and against any third party claims, demands, suits, actions, causes of officers action, losses, damages, fines and directors liabilities, including reasonable legal fees and advancement disbursements (the "Claims") arising out of expenses which areor in connection with or attributable to: (a) AAIPharma's wilful failure to comply with this Agreement, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. Work Order or Protocol and any amendments thereto; (b) Parent AAIPharma's gross negligence or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not willful misconduct in excess of 200% performance of the average Services; (c) violations of applicable Laws, GLPs or GCPs; and/or (d) AAIPharma's submission of false or incorrect data and information to YMB USA; except to the extent any of the premiums paid by Claims arise from the Company in 1998gross negligence or wilful misconduct of YMB USA. AAIPharma agrees to pay the reasonable costs and damages arising from such Claims, 1999 after exhaustion of all reasonable appeals, provided that YMB USA provides AAIPharma with written notice of the Claims within five business (5) days of the date YMB USA receives notice of the Claim and 2000 for D&O Insurance YMB USA provides AAIPharma with reasonable information and assistance required to defend the Claim. AAIPharma shall have the sale authority to defend and/or settle the Claim, provided that AAIPharma may not settle a Claim that includes an admission of liability on the part of YMB USA without YMB USA's prior written consent. 9.5 YMB USA agrees to defend, indemnify, save and hold harmless AAIPharma and its parent, subsidiaries and affiliates and their respective directors, officers, employees and agents (the "Average PremiumAAIPharma Indemnities") from and against any Claims arising out of or in connection with or attributable to: (a) the research (including the ethical review of the Protocol and related materials), development, manufacture, distribution, use, sale or other disposition of the Test Materials by YMB USA, or any distributor, collaborator, customer, sublicense, representative or agent of YMB USA; (b) an infringement of any third party's patent rights or unauthorized use or misappropriation of its intellectual property pertaining to the Test Materials; and/or (c) YMB USA's gross negligence or willful misconduct in connection with this Agreement; (d) YMB USA’s failure to comply with this Agreement, Work Order or Protocol and any amendments thereto; or (e) YMB USA’s use of the data or other information generated as a result of the services; except to the extent of any of the Claims arise from the gross negligence or wilful misconduct of AAIPharma. YMB USA agrees to pay the reasonable costs and damages arising from such Claims, after exhaustion of all reasonable appeals, provided furtherthat AAIPharma has given YMB USA written notice of the Claims within five business (5) days of the date AAIPharma receives notice of the Claim, however, that in no event shall Parent be and AAIPharma has provided information and reasonable assistance required to pay annual premiums for insurance under this Section 7.6(b) in excess defend the Claim. YMB USA shall have the sole authority to defend and/or settle the claim, provided that YMB USA may not settle a claim that includes all admission of 200% liability on the part of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure ScheduleAAIPharma without AAIPharma's prior written consent.

Insurance and Indemnification. (a) Prior to the Effective Date, the Company may purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection (the nature and scope of which shall be in the discretion of the Company) in respect of claims arising from facts or events which occurred on or prior to the Effective Date and Parent agrees shall, or shall cause the Company and the Company Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage in accordance with the terms of such "tail" policies for three years from the Effective Date; provided that all rights Parent shall not be required to indemnification and advancement pay any amounts in respect of expenses for acts or omissions occurring such coverage prior to the Effective Time (including and provided further that the cost of such policies shall not exceed 300% of the Company’s current annual aggregate premium for acts policies currently maintained by the Company or omissions the Company Subsidiaries without the prior written consent of directors occurring prior to Parent. From and after the Effective Time in connection with the adoption of this Agreement Time, Parent and the approval Company, as applicable, agrees not to take any action to terminate such directors’ and officers’ liability insurance or materially adversely affect the rights of the TransactionsCompany’s present and former directors and officers thereunder. (b) now From and after the Effective Time, Parent shall cause the Company and the Company Subsidiaries to honour all rights to indemnification or exculpation existing in favor as of the current or date hereof in favour of present and former employees, officers and directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives to the extent that they are: (each an "Indemnified Party"), provided i) included in the Company Organizational Constating Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and or any of the Company Subsidiaries Subsidiaries; or (ii) as to disclosed in Section 4.04(b) of the fullest extent permitted by law Company Disclosure Schedule, and acknowledges that such rights shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after from the Effective Time; providedDate. (c) If any of the Company, howeverthe Company Subsidiaries, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or Purchaser or any of their respective successors or assigns shall (a) amalgamate, consolidate with or merge or wind-up into any other Person and shall not be the Surviving Corporation continuing or surviving corporation or entity; or (b) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall use reasonable best efforts to obtain be made so that the successors and assigns (including, as applicable, any acquirer of all or substantially similar D&O Insurance orall of the properties or assets of the Company, if not obtainablethe Company Subsidiaries, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% or Purchaser) and transferees of the average Company, the Company Subsidiaries, Parent or Purchaser as the case may be, shall assume all of the premiums paid by obligations set forth in this Section 4.04 for a period expiring not earlier than the Company in 1998, 1999 and 2000 for D&O Insurance date that is three years from the Effective Date. (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance d) The rights under this Section 7.6(b) in excess of 200% of 4.04 are intended for the Average Premium; benefit of, and providedshall be enforceable by, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by each Person indemnified under this Section 7.6(b) 4.04 and his/her heirs, executors, administrators and personal representatives and, for such annual premiumpurpose, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedulehereby confirms that it is acting as agent and trustee on their behalf.

Insurance and Indemnification. (a) Parent agrees Cenovus and Husky agree that that all rights to indemnification indemnification, expense reimbursement or exculpation now existing in favour of present and former officers and directors of Husky shall survive completion of the Arrangement and, after the Effective Time, Husky and any successor to Husky will not take any action to terminate or adversely affect, and will fulfill its obligations pursuant to, expense advancement and exculpation arrangements and indemnities provided or available to or in favour of expenses past and present officers and directors of Husky pursuant to the provisions of the articles, by-laws or other constating documents of Husky, applicable corporate legislation and any written indemnity agreements (and each of them), which have been entered into between Husky and its past or current officers or directors effective on or prior to the Agreement Date. (b) Cenovus will maintain or cause to be maintained in effect for acts or omissions occurring six years from the Effective Time, policies of directors' and officers' liability insurance providing coverage comparable to the coverage provided by the directors' and officers' policies obtained by Husky that are in effect immediately prior to the Effective Time (including for acts and providing coverage in respect of claims arising from facts or omissions of directors occurring events that occurred on or prior to the Effective Time in connection with and which will cover all claims made prior to the adoption of this Agreement and the approval Effective Date or within six years of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as Effective Date. Prior to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination Husky may, in the alternative, purchase run off directors' and officers' liability insurance for the benefit of liability of directors, indemnification of its officers and directors having a coverage period of up to six years from the Effective Time, and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documentssuch event Cenovus will not have any further obligation under this Section 7.7. (bc) Parent In the event that Cenovus or any of its successors or assigns shall (i) consolidate with or merge or amalgamate into any other Person and shall not be the Surviving Corporation continuing or surviving company or entity of such consolidation, merger or amalgamation or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, Cenovus shall maintain cause proper provision to be made so that the Company's existing officers' successor and directors' liability insurance ("D&O Insurance") for a period assign of not less than three years after Cenovus or all or substantially all of its properties and assets, as the Effective Time; providedcase may be, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if assumes the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not obligations set forth in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule7.7.

Insurance and Indemnification. (a) Parent agrees that all rights Prior to indemnification the Effective Time, Greenbrook shall purchase customary “tail” policies of directors’ and advancement officers’ liability insurance from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained by Greenbrook and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of expenses for acts claims arising from facts or omissions occurring events which occurred on or prior to the Effective Time (including and Greenbrook will and will cause its Subsidiaries to, maintain such “tail” policies in effect without any reduction in scope or coverage for acts or omissions six years from the Effective Time; provided, that Greenbrook and its Subsidiaries shall not be required to pay any amounts in respect of directors occurring such coverage prior to the Effective Time in connection with and provided further that the adoption cost of this Agreement such policies shall not exceed 300% of Greenbrook’s current annual aggregate premium for policies currently maintained by Greenbrook or its Subsidiaries. (b) Greenbrook will, and the approval of the Transactions) will cause its Subsidiaries to, honour all rights to indemnification or exculpation now existing in favor favour of present and former employees, officers and directors of Greenbrook and its Subsidiaries under Law and under the current articles or former directors other constating documents of Greenbrook and/or its Subsidiaries or officers under any agreement or contract of the Company and the Company any indemnified person with Greenbrook or with any of its Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law acknowledges that such rights shall survive the Merger completion of the Plan of Arrangement, and, to the extent within the control of Greenbrook, Greenbrook shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in full force and effect in accordance with their terms for a period of not less than six years following from the Effective Time. Parent shall cause to be included Date. (c) From and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers Neuronetics will cause Greenbrook to comply with its obligations under Section 5.11(a) and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsSection 5.11(b). (bd) Parent If Neuronetics, Greenbrook or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a 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, Neuronetics shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the Surviving Corporation properties and assets of Greenbrook or its Subsidiaries) assumes all of the obligations set forth in this Section 5.11. (e) The provisions of this Section 5.11 are intended for the benefit of, and shall maintain be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, Xxxxxxxxxx hereby confirms that it is acting as trustee on their behalf, and agrees to enforce the Company's existing officers' and directors' liability insurance ("D&O Insurance") provisions of this Section 5.11 on their behalf. Furthermore, this Section 5.11 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedulesix years.

Insurance and Indemnification. (a1) Parent agrees Prior to the Effective Time, the Corporation shall and, if the Corporation is unable after using commercially reasonable efforts, the Purchaser shall cause the Corporation to, as of the Effective Time, obtain and fully pay the premium for the extension of the directors’ and officers’ liability coverage of the Corporation’s and its Subsidiaries’ existing directors’ and officers’ insurance policies for a claims reporting or run-off and extended reporting period and claims reporting period of at least six 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 Corporation’s current insurance carriers or an insurance carrier with the same or better credit rating with respect to directors’ and officers’ liability insurance (“D&O Insurance”), and with terms, conditions, retentions and limits of liability that all rights are no less advantageous to indemnification the present and advancement former directors and officers of expenses for acts the Corporation and its Subsidiaries than the coverage provided under the Corporation’s and its Subsidiaries’ existing policies with respect to any actual or omissions occurring alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a present or former director or officer of the Corporation or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption approval or completion of this Agreement, the Arrangement or the other transactions contemplated by this Agreement or arising out of or related to this Agreement and the approval transactions contemplated hereby). If the Corporation for any reason (2) The Purchaser shall cause the Corporation or the applicable Subsidiary of the Transactions) Corporation to honour all rights to indemnification or exculpation now existing in favor favour of present and former employees, officers and directors of the current Corporation and its Subsidiaries to the extent that they are contained in their Constating Documents or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided disclosed in the Company Organizational Corporation Filings and acknowledges that such rights, to the extent that they are contained in their Constating Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of disclosed in the Company and the Company Subsidiaries or as to the fullest extent permitted by law Corporation Filings, shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period terms. (3) If the Purchaser, the Corporation or any of six years its Subsidiaries or any of their respective successors or assigns following the Effective Time. Parent Time (i) consolidates or amalgamates with or merges or liquidates into any other Person and is not a continuing or surviving corporation or entity of such consolidation, amalgamation, merger or liquidation, or (ii) transfers all or substantially all of its properties and assets to any Person, proper arrangements shall cause be made so as to be included ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and to be maintained assets of the Purchaser, the Corporation or its Subsidiaries) assumes all of the obligations set forth in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documentsthis Section 4.8. (b4) Parent or This Section 4.8 shall survive the Surviving consummation of the Arrangement and is intended to be for the benefit of, and shall be enforceable by, the present and former directors and officers of the Corporation and its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Corporation and their respective successors and assigns, and, for such purpose, the Corporation hereby confirms that it is acting as agent on behalf of the Indemnified Persons. As part of the Closing, the Purchaser and the Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period provide direct confirmation of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance their undertakings under this Section 7.6(b) in excess of 200% 4.8 to the present directors and officers of the Average Premium; Corporation and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Scheduleits Subsidiaries.

Insurance and Indemnification. (a) Parent Prior to the Effective Time, the Company shall obtain and pay for a directors’ and officers’ liability insurance “tail” policy for the Company (the “D&O Policy”) with a term of six years following the date of the Effective Time and providing for coverage and amounts, and containing terms and conditions, which are no less favourable to the directors and officers of the Company than the current policies of directors’ and officers’ and liability insurance maintained by the Company; provided, however, that in no event will the Company pay in excess of 250% of the annual premium currently paid by the Company for such coverage for the purchase of such D&O Policy, and if the cost for such coverage is in excess of such amount, the Company shall only maintain such coverage as is available for such amount. The Offeror shall cause the Company to maintain such D&O Policy in accordance with the provisions of this Section 8.7. (b) The Offeror agrees that all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time exculpation existing in connection with the adoption of this Agreement and the approval favour of the Transactions) now existing in favor of the current or former directors or officers of the Company and or any subsidiary of the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), as provided in the Company Organizational Documents Company’s articles or Subsidiary Organizational Documents and any indemnification agreements or arrangements by-laws as at the date of the Company and the Company Subsidiaries or as to the fullest extent permitted by law Confidentiality Agreement shall survive the Merger transactions contemplated hereby and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six years from the Effective Time. (c) In the event the Company or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in such case, proper provision shall be made so that such successors and assigns of the Company or, at the Offeror’s option, the Offeror, shall assume the obligations set forth in this Section 8.7. (d) The Company shall not amend the constating documents of the Company after the Effective Time if such action would adversely affect the rights of individuals who, on or prior to the Effective Time; provided, howeverwere entitled to advances, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable indemnification or exculpation thereunder for actions or omissions by such individuals at any time at or prior to such former the Effective Time. The individuals referred to in the preceding sentence shall include any individuals who served at any time prior to the date hereof as directors or officers; provided furtherofficers of any subsidiary at the Company’s request, it being acknowledged by the parties hereto that if the existing D&O Insurance expires each director or officer of a subsidiary is terminated or cancelled during was doing so at such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% request of the average Company. (e) The Offeror agrees that all rights to indemnification or exculpation now existing in favour of the premiums paid by the Company in 1998, 1999 present and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; former officers and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) directors of the Company Disclosure Scheduleand its subsidiaries, including, without limitation, all provisions relating to advances for the funding of costs and expenses in connection with indemnification arrangements, shall survive the completion of the transactions contemplated hereunder and shall continue in full force and effect for a period of six years from the Effective Time. The Offeror agrees that all determinations made with respect to such rights to indemnification or exculpation shall be determined upon advice from independent counsel, which advice will be reasonably considered and acted upon.

Insurance and Indemnification. (a) Parent agrees In the Merger Agreement, KCI and Purchaser have agreed that all rights the certificate of incorporation and bylaws of the surviving corporation in the Merger will contain provisions no less favorable to indemnification present or former LifeCell directors and officers than LifeCell’s certificate of incorporation and bylaws in effect as of April 7, 2008 with respect to indemnification, exculpation and advancement of expenses for acts or omissions existing or occurring at or prior to the Effective Time (including for acts Time, which provisions shall not be amended, repealed or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms otherwise modified for a period of six years following from the Effective Time. Parent shall cause Time in any manner that would affect adversely the rights of individuals who were directors, officers, employees or agents of the Company at or prior to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination unless such modification shall be required by law. The Merger Agreement further provides that KCI has the right, but not the obligation, to purchase a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as LifeCell’s current policies of officers’ and directors’ liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous insurance covering acts or omissions occurring at or prior to the Indemnified Parties than Effective Time covering the corresponding provisions contained in transactions contemplated hereby. LifeCell also has the Company Organizational Documentsoption to purchase a “tail policy. (b) Parent or ” If neither party has purchased a “tail policy” then KCI and the Surviving Corporation surviving corporation shall maintain the Company's LifeCell’s existing directors’ and officers' and directors' liability ’ insurance ("D&O Insurance") policy for a period of not less than three six years after the Effective Time; provided, however, provided that Parent KCI may substitute therefor policies a policy of substantially equivalent coverage and amounts amount containing terms no less favorable to such former directors or officers; provided further. Under the terms of the Merger Agreement, such insurance coverage is required to be maintained only to the extent of coverage that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for maintained at an aggregate cost of not greater than 250 percent of the current annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 for LifeCell’s directors’ and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for officers’ liability insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedulecoverage.

Insurance and Indemnification. (a1) Parent agrees Prior to the Effective Date, the Company shall purchase customary “tail” or “run-off” policies of directors’ and officers’ liability insurance providing protection no less favorable in the aggregate to the protection provided by the policies maintained by the Company which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date for each person covered by the Company’s directors’ and officers’ liability insurance as in effect as of the date hereof, and Purchaser shall or shall cause the Company to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that Purchaser shall not be responsible for paying any premiums in respect of such coverage prior to the Effective Time. (2) Purchaser shall and shall cause the Company (and any successors) to honor all rights to indemnification indemnification, expense advancement and advancement exculpation now existing in favor of expenses for acts present and former directors and officers of the Company or omissions occurring any of its Subsidiaries and that come to exist in favor of any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (including for acts collectively, the “Indemnified Persons”), and Purchaser shall cause the Company to ensure that the Constitutional Documents of the Company and its Subsidiaries (or omissions any successor thereto) contain substantially the same provisions with respect to indemnification, expense advancement and exculpation set forth in the Constitutional Documents of directors occurring the Company and its Subsidiaries in effect immediately prior to the Effective Time Date, which provisions shall not, except to the extent required by Law, be amended, repealed or otherwise modified for a period of six (6) years from the Effective Date in connection with any manner that would adversely affect the adoption rights thereunder of this Agreement and individuals who at any time on or before the approval of the Transactions) now existing in favor of the current or former Effective Date, were directors or officers of the Company. (3) Without limiting the generality of the provisions of 4.7(2), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Company and its Subsidiaries as of the Effective Time shall (and Purchaser shall cause the Company and its Subsidiaries as of the Effective Time to), to the extent permitted by applicable Law, indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates which occurred prior to or at the Effective Time or (ii) any of the transactions contemplated by this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Company and its Subsidiaries as of the Effective Time shall (and Purchaser shall cause the Company and its Subsidiaries as of the Effective Time to), to the extent permitted by applicable Law, advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder. If, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Purchaser a written notice asserting in good faith a claim for indemnification or advancement of expenses under this Section 4.7(3), then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. Notwithstanding anything to the contrary set forth in this Section 4.7(3) or elsewhere in this Agreement, neither the Company nor any of its Affiliates (including, following the Effective Time, Purchaser) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such claim, proceeding, investigation or inquiry. (4) The provisions of this Section 4.7 are intended for the benefit of, and shall be enforceable by each insured or indemnified person, his or her heirs, executors, administrators and other legal representatives. Purchaser acknowledges to such insured or indemnified persons their direct rights against it under this Section 4.7, which is intended for the benefit of, and shall be enforceable by, each such person, his or her heirs, executors, administrators and other legal representatives, and the Company agrees to enforce such provisions on their behalf. (5) If Purchaser, the Company or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all of substantially all of its properties and assets to any Person, the Company and Purchaser shall ensure that any such successors or assigns (including, as applicable, any acquirer of substantially all of the properties and assets of the Company or its Subsidiaries) shall assume all of the obligations set forth in this Section 4.7. (6) Purchaser will, and their respective heirs and representatives (each an "Indemnified Party"), provided in will cause the Company Organizational Documents or Subsidiary Organizational Documents to, honor and any abide by and perform the terms of all indemnification agreements or arrangements of the Company and its Subsidiaries with their respective directors, officers and employees in effect on the Company Subsidiaries or as to the fullest extent permitted by law Effective Date. (7) The provisions of this Section 4.7 shall survive completion of the Merger Acquisition and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsDate. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.

Insurance and Indemnification. The Buyer will provide each individual who served as a director or officer of the Target at any time prior to the Effective Time with liability insurance providing coverage for events occurring at or prior to the Effective Time for a period of six (a6) Parent agrees years after the Effective Time no less favorable in coverage and amount that all rights the insurance in effect immediately prior to the Effective Time. The charter and bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification set forth in the Certificate of Incorporation and advancement Bylaws of expenses the Target on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for acts a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of Persons who at any time prior to the Effective Time were prospective indemnitees under the Certificate of Incorporation or Bylaws of the Target 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 modification is required by law. From and after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless the present and former officers, directors, agents and employees of the Target and its Subsidiaries (collectively, the "Indemnified Parties") against all losses, expenses, claims, damages, liabilities or amounts that are paid in settlement of, with the approval of Buyer and the Surviving Corporation (which approval shall not be unreasonably withheld), or otherwise in connection with, any claim, action, suit, proceeding or investigation, based in whole or in part on the fact that such Person is or was such an officer, director, agent or employee of the Target or any Subsidiary and arising out of actions or omissions occurring at or prior to the Effective Time (including for acts or omissions of directors occurring prior the transactions contemplated by this Agreement), in each case to the Effective Time in connection with fullest extent permitted under the adoption of this Agreement and the approval laws of the Transactions) now existing State of Delaware (and, from and after the Effective Time, shall pay expenses in favor advance of the current final disposition of any such action or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (proceeding to each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as Party to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% laws of the average State of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"Delaware); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.

Insurance and Indemnification. (a) Parent agrees that ----------------------------- all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or ------------------ Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O --- Insurance") for a period of not less than three years after the Effective Time; --------- provided, however, that Parent may substitute therefor policies of substantially -------- ------- equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, -------- ------- that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided --------------- -------- further, however, that in no event shall Parent be required to pay annual ------- premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving ------- Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.

Insurance and Indemnification. (a) Parent agrees that From and after the Closing Date, the Surviving Corporation shall fulfill and honor in all rights respects, to indemnification the extent permitted or required by applicable law, the existing obligations of the Company pursuant to any indemnification, exculpation and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing provisions in favor of the current or former directors directors, officers, employees or officers agents of the Company or any of its subsidiaries or any other person who, at the request of the Company or any of its subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust pension or other employee benefit plan or enterprise (the “Indemnified Parties”) under the organization documents of the Company or its subsidiary or any agreement between an Indemnified Party and the Company Subsidiariesor any of its subsidiaries, and their respective heirs and representatives (in each an "Indemnified Party"), provided case as in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements effect as of the Company and date of the Company Subsidiaries Merger Agreement or as amended prior to the fullest extent permitted by law shall survive Effective Time with the Merger and shall continue in full force and effect in accordance with their terms for a period consent of six years following the Effective TimeParent. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) The certificate of incorporation and by-lawslaws of the Surviving Corporation shall contain provisions with respect to indemnification, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors exculpation and advancement of expenses which are, in the aggregate, no less advantageous that are at least as favorable to the Indemnified Parties than the corresponding provisions as those contained in the organizational documents of the Company Organizational Documents. (b) Parent in effect on the date of the Merger Agreement, and such provisions 42 Table of Contents shall not be amended, repealed or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") otherwise modified for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights of the Indemnified Parties. As of the Acceptance Date and for a period six (6) years thereafter, Parent will either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company or provide substitute policies or purchase a “tail policy,” in either case of substantially the same coverage and amounts and containing terms and conditions that are not materially less advantageous in the aggregate than three years after such policy with respect to matters arising on or before the Effective TimeClosing Date. However, Surviving Corporation will not be required to pay with respect to such insurance policies in respect of any one policy year annual premiums in excess of 275% of the current annual premium paid by the Company, but in such case must purchase as much coverage as reasonably practicable for such amount. Prior to the Closing Date, the Company shall purchase, at Parent’s expense, a supplemental extended reporting period with respect to the errors and omissions insurance currently maintained by the Company and its respective subsidiaries that will be effective from the Closing Date for a period of two (2) years; provided, that Parent shall not be required to make annual premium payments for any such insurance policy to the extent such premiums exceed 200% of the current annual premium paid by the Company for the errors and omissions insurance the Company currently maintains. In addition, prior to the Closing Date, the Company shall purchase, at Parent’s expense a supplemental extended reporting period with respect to the special risk insurance policy currently maintained by the Company and its respective subsidiaries that will be effective from the Closing Date for a period of two (2) years; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable shall not be required to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an make annual premium not in excess of payments for any such insurance policy to the extent such premiums exceed 200% of the average of the premiums current annual premium paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of special risk insurance the Company Disclosure Schedulecurrently maintains.

Insurance and Indemnification. (a) Prior to the Effective Time, the Company shall have obtained a prepaid policy or policies (i.e., a “tail” insurance policy), which shall be effective as of the Effective Time, with a claims period of six (6) years from and after the Effective Time, on term acceptable to Parent agrees that all rights with respect to indemnification and advancement of expenses for acts matters existing or omissions occurring at or prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval transactions contemplated hereby). Neither Parent nor the Surviving Corporation shall terminate the insurance policy referred to in the preceding sentence prior to the expiration of the Transactions) now existing in favor term of the current or former directors or officers of such policy. Any payments with respect to such tail coverage that are not made by the Company and prior to or concurrent with the Company SubsidiariesClosing, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the be deemed Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsExpenses. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' From and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Company shall indemnify (including advancement of expenses) and hold harmless all past and present directors and officers of the Company, solely in their respective capacities as such (collectively, the “D&O Indemnitees”) with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the extent (a) required by the Charter Documents as in effect on the date of this Agreement, (b) required by any employment or indemnification agreement between the Company and such director or officer as in effect on the date of this Agreement and as set forth on Schedule 5.10(b), as amended pursuant to the release in the Agreement and Joinder, and (c) permitted under applicable Law; provided, however, that Parent may substitute therefor policies such indemnification shall be limited to the extent of substantially equivalent remaining available coverage and amounts containing terms no less favorable under the “tail” insurance policy contemplated under Section 5.10(a) of this Agreement, notwithstanding anything to such former directors the contrary in the Company’s Charter Documents or officers; provided further, that if the existing D&O Insurance expires any other agreement or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by understanding between the Company in 1998, 1999 and 2000 for such Persons. The D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required Indemnitees to pay annual premiums for insurance under whom this Section 7.6(b) in excess 5.10 applies shall be third party beneficiaries of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium5.10. The premium for D&O Insurance provisions of this Section 5.10 are intended to be for the 12-month period ending May 2002 is set forth benefit of each D&O Indemnitee and his or her heirs and representatives and, in the case of directors serving on Section 7.6(b) behalf of institutional investors or other Persons, such institutional investors or other Persons to the extent such institutional investor or other Persons are covered by any applicable indemnification agreement and shall be enforceable by, all past and present officers and directors of the Company Disclosure Scheduleand his or her heirs and representatives and, in the case of directors serving on behalf of institutional investors or other Persons, such institutional investors or other Persons to the extent such institutional investor or other Persons are covered by any applicable indemnification agreement.

Insurance and Indemnification. (a) Parent agrees that A. All insurance policies obtained or maintained by Sublicensee will by endorsement specifically name as additional insureds Licensor, any affiliate of Licensor designated by Licensor, and their employees. B. Sublicensee will, and hereby does, indemnify and, at Licensor’s option, defend Licensor and its affiliates, their officers, directors, agents and employees, and their respective successors and assigns, from and against any and all rights to indemnification and advancement of damages, claims, demands, suits, judgments, losses, or expenses for acts or omissions occurring prior to the Effective Time (including for acts attorneys’ fees and litigation costs) of any nature whatsoever (including, but not limited to, libel, slander, disparagement, defamation, copyright infringement, trademark infringement, patent infringement, trade secret infringement, invasion of privacy or omissions of directors occurring prior publicity rights, piracy and/or plagiarism arising from or related to the Effective Time any materials prepared by Sublicensee in connection with the adoption of this Agreement and the approval provision of the TransactionsServices under this Sublicense Agreement, violation of consumer protection rules, or any offerings of Sublicensee not consistent with this Sublicense Agreement or applicable law), arising directly or indirectly from or out of: (i) now existing any act, error or omission of Sublicensee or its directors, invitees or employees, agents, or contractors; and/or (ii) any occupational injury or illness sustained by any employees, agents, or contractors of Sublicensee in favor furtherance of the current or former directors or officers Services hereunder; and/or (iii) any failure of Sublicensee to perform the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect Services hereunder in accordance with their terms for a period the highest generally accepted professional standards; and/or (iv) any breach of six years following Sublicensee’s representations as set forth herein or in any other agreement related to the Effective Time. Parent shall cause provision of the Services; and/or (v) any other failure of Sublicensee to comply with the obligation on its part to be included and to be maintained performed hereunder or in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous other agreement related to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% provision of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average PremiumServices. The premium for D&O Insurance for the 12-month period ending May 2002 indemnification contained herein shall extend to claims occurring after this Sublicense Agreement has terminated as well as while this Sublicense Agreement is set forth on Section 7.6(b) of the Company Disclosure Schedulein force.

Insurance and Indemnification. (a) Parent agrees that all rights Prior to indemnification the Effective Time, MKS shall obtain and advancement pay for “tail” insurance policies with a claims period of expenses for acts at least six years from and after the Effective Time from an insurance carrier with the same or omissions better credit rating as MKS’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance with benefits and levels of coverage not less favourable than those provided under MKS’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and or the approval transactions or actions contemplated hereby). If MKS or PTC for any reason fail to obtain such “tail” insurance policies as of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company SubsidiariesEffective Time, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following after the Effective Time, provisions regarding elimination of PTC will, or will cause MKS and/or its successors to, maintain in effect directors’ and officers’ liability of insurance covering those persons who are currently covered by MKS’s directors, indemnification of officers ’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred on or before the Effective Time on terms comparable (and no less favourable) to those applicable to the current directors and advancement officers of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsMKS or any MKS Subsidiary. (b) Parent From and after the Effective Time, PTC will fulfill, and will cause MKS and/or its successors to fulfill and honour in all respects its obligations pursuant to any indemnification agreements between MKS and the present and former directors or officers of MKS or any Subsidiary thereof in effect immediately prior to the Surviving Corporation Effective Time to the extent that they are disclosed in Schedule 7.4(b) to the MKS Disclosure Letter and any indemnification provision under the articles or by-laws of MKS or applicable Laws, in each case, as in effect on the date hereof and permitted by applicable Laws. PTC shall maintain cause MKS and/or its successors to not amend, repeal or otherwise modify the Company's existing officers' provisions with respect to exculpation and directors' liability insurance ("D&O Insurance") indemnification contained in the articles or by-laws of MKS as in effect on the date hereof for a period of not less than three six years after from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, prior to the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former were directors or officers; provided furtherofficers of MKS. (c) The provisions of this Section 7.4 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, MKS hereby confirms that if it is acting as agent on their behalf. Furthermore, this Section 7.4 shall survive the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain termination of this Agreement as much D&O Insurance as can be obtained for an annual premium not in excess of 200% a result of the average occurrence of the premiums paid by the Company in 1998, 1999 and 2000 Effective Date for D&O Insurance a period of six (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b6) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Scheduleyears.

Insurance and Indemnification. (a) Parent agrees Prior to the Effective Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and pr oviding protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that all rights the Purchaser shall not be required to indemnification and advancement pay any amounts in respect of expenses for acts or omissions occurring such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% (including such amount, the “Base Premium”) of the Company’s current annual aggregate premium for acts policies currently maintained by the Company or omissions its Subsidiaries; provided further , however, that if such insurance can only be obtained at a premium in excess of the Base Premium, the Company may purchase the most advantageous policies of directors occurring prior ’ and officers’ liability insurance reasonably available for an annual premium not to exceed the Base Premium, and the Purchaser shall, or shall cause the Company and its Subsidiaries to, maintain such coverage for six years from the Effective Time in connection with Date. (b) The Purchaser shall cause the adoption of this Agreement Company and its Subsidiaries to honour all rights to indemnification or exculpation now existing under applicable Law, the approval Constating Documents of the Transactions) now existing Company or any of its Subsidiaries or under indemnification agreements entered into in favor the Ordinary Course in favour of the current or present and former employees, officers and directors or officers of the Company and its Subsidiaries (together with their respective heirs, executors or administrators, the Company Subsidiaries“Indemnified Persons”), and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law acknowledges that such rights shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") without modification for a period of not less than three six years after from the Effective Date, and the Company and its Subsidiaries or any of their respective successors or assigns (including any corporation or other entity continuing following the amalgamation, merger, consolidation or winding up of the Company or any of its Subsidiaries with or into one or more other entities (pursuant to a statutory procedure or otherwise) ), as applicable, shall continue to honour such rights of indemnification and exculpation and indemnify such Indemnified Persons pursuant thereto, with respect to actions or omissions of such Indemnified Persons occurring prior to the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if for six years from the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by Effective Date. (c) If the Company in 1998or any of its Subsidiaries or any of their respective successors or assigns (including any corporation or other entity continuing following the amalgamation, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided furthermerger, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent consolidation or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) winding up of the Company Disclosure Scheduleor any of its Subsidiaries with or into one or more other entities (pursuant to a statutory procedure or otherwise)) (i) consolidates with or merges into any other Person and is not a 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, the Purchaser shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.13. (d) The Purchaser shall pay all reasonable expenses, including legal fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided for in this Section 4.13. The rights of each Indemnified Person hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Person may have under the Constating Documents of the Company or any of its Subsidiaries or any other indemnification arrangement. (e) The provisions of this Section 4.13 shall be binding, jointly and severally, on all successors of the Purchaser. (f) The Purchaser acknowledges to each Indemnified Person his or her direct rights against it under the provisions of this Section 4.13, which are intended for the benefit of, and shall be enforceable by, each Indemnified Person and, for such purpose, the Company hereby confirms that it is acting as agent and trustee on their behalf.

Insurance and Indemnification. (a) Parent agrees Prior to the Effective Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that all rights the Purchaser shall not be required to indemnification and advancement pay any amounts in respect of expenses for acts or omissions occurring such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% (including such amount, the “Base Premium”) of the Company’s current annual aggregate premium for acts policies currently maintained by the Company or omissions its Subsidiaries; provided further , however, that if such insurance can only be obtained at a premium in excess of the Base Premium, the Company may purchase the most advantageous policies of directors occurring prior ’ and officers’ liability insurance reasonably available for an annual premium not to exceed the Base Premium, and the Purchaser shall, or shall cause the Company and its Subsidiaries to, maintain such coverage for six years from the Effective Time in connection with Date. (b) The Purchaser shall cause the adoption of this Agreement Company and its Subsidiaries to honour all rights to indemnification or exculpation now existing under applicable Law, the approval Constating Documents of the Transactions) now existing Company or any of its Subsidiaries or under indemnification agreements entered into in favor the Ordinary Course in favour of the current or present and former employees, officers and directors or officers of the Company and its Subsidiaries (together with their respective heirs, executors or administrators, the Company Subsidiaries“Indemnified Persons”), and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law acknowledges that such rights shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") without modification for a period of not less than three six years after from the Effective Date, and the Company and its Subsidiaries or any of their respective successors or assigns (including any corporation or other entity continuing following the amalgamation, merger, consolidation or winding up of the Company or any of its Subsidiaries with or into one or more other entities (pursuant to a statutory procedure or otherwise)), as applicable, shall continue to honour such rights of indemnification and exculpation and indemnify such Indemnified Persons pursuant thereto, with respect to actions or omissions of such Indemnified Persons occurring prior to the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if for six years from the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by Effective Date. (c) If the Company in 1998or any of its Subsidiaries or any of their respective successors or assigns (including any corporation or other entity continuing following the amalgamation, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided furthermerger, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent consolidation or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) winding up of the Company Disclosure Scheduleor any of its Subsidiaries with or into one or more other entities (pursuant to a statutory procedure or otherwise)) (i) consolidates with or merges into any other Person and is not a 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, the Purchaser shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.13. (d) The Purchaser shall pay all reasonable expenses, including legal fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided for in this Section 4.13. The rights of each Indemnified Person hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Person may have under the Constating Documents of the Company or any of its Subsidiaries or any other indemnification arrangement. (e) The provisions of this Section 4.13 shall be binding, jointly and severally, on all successors of the Purchaser. (f) The Purchaser acknowledges to each Indemnified Person his or her direct rights against it under the provisions of this Section 4.13, which are intended for the benefit of, and shall be enforceable by, each Indemnified Person and, for such purpose, the Company hereby confirms that it is acting as agent and trustee on their behalf.

Insurance and Indemnification. (a1) Parent agrees that all rights Prior to indemnification the Effective Date, the Company shall purchase customary “tail” or “run off” policies of directors’ and advancement of expenses for acts officers’ liability insurance from an insurance carrier with the same or omissions occurring better credit rating as the Company’s current insurance carriers, providing protection no less favourable in the aggregate than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Time (including for acts Date and providing protection in respect of claims arising from facts or omissions of directors occurring events which occurred on or prior to the Effective Time Date and the Purchaser will, or will cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that the Purchaser will not be required to pay any amounts in respect of such coverage prior to the Effective Time. (2) From and after the Effective Time, the Purchaser and the Parent shall, and shall cause the Company to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and to also advance reasonable and documented expenses as incurred to the fullest extent permitted under applicable Law), each present and former director and officer of the Company and its Subsidiaries and each present and former designate or nominee of the Company or its Subsidiaries on the board of directors (or equivalent body) of the Non-Controlled Entities (each, an “Indemnified Person”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred (collectively, “Losses”) in connection with any proceeding arising out of or related to such Indemnified Person’s service as a director or officer of the adoption Company, any of its Subsidiaries and/or any of the Non-Controlled Entities or services performed by such persons at the request of the Company, any of its Subsidiaries or any of the Non-Controlled Entities at or prior to or following the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including the approval or completion of this Agreement and the approval Arrangement or any of the Transactionsother transactions contemplated by this Agreement or arising out of or related to this Agreement and the transactions contemplated hereby; provided, however, that the Purchaser and the Parent shall not be required to indemnify such Indemnified Person if the Losses are a direct result of the actions of the Indemnified Person which did not meet the minimum standards provided for in Section 134 of the OBCA as determined by a court of competent jurisdiction in a non-appealable judgement, which result in the Company not having the means to indemnify such Indemnified Person. (3) The rights of the Indemnified Persons under this Section 4.12 shall be in addition to any rights such Indemnified Persons may have under the Company Constating Documents or the constating documents of any of its Subsidiaries and the Non-Controlled Entities, or under any applicable Law or agreement of any Indemnified Person with the Company, any of its Subsidiaries or any of the Non-Controlled Entities. The Purchaser shall, from and after the Effective Time, honour all rights to contractual and statutory indemnification or exculpation now existing in favor favour of the current or present and former employees, officers and directors or officers of the Company and its Subsidiaries and the Company Company’s and its Subsidiaries’ designates, nominees and their respective heirs appointees as officers and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements directors of the Company Non-Controlled Entities and the Company Subsidiaries or as to the fullest extent permitted by law acknowledges that such rights shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years following from the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's Date. (4) If any Indemnified Person makes any claim for indemnification or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which areunder this Section 4.12 that is denied by the Company or the Purchaser, in the aggregate, no less advantageous to and a court of competent jurisdiction determines that the Indemnified Parties than the corresponding provisions contained in Person is entitled to such indemnification, then the Company Organizational Documentsand the Purchaser or the Parent shall pay such Indemnified Person’s costs and expenses, including reasonable legal fees and expenses, incurred in connection with pursuing such claim against the Company, the Purchaser or the Parent. (b5) Parent or If the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; providedPurchaser, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.or

Insurance and Indemnification. (a) Parent agrees Company and Bank shall permit Seller to use commercially reasonable efforts to extend the discovery period of its directors' and officers' liability insurance for a period of up to 48 months with respect to all matters arising from facts or events which occurred before the Effective Time for which Seller would have had an obligation to indemnify its directors and officers; provided, however, that all rights the total aggregate costs to indemnification Seller, Company and advancement Bank of expenses the premiums for such coverage shall not exceed 160% of the current annual amount expended by Seller (the "Insurance Amount"). If Company is unable to maintain or obtain the insurance called for by this Section 5.8 as a result of the preceding provision, Company shall use commercially reasonable efforts to obtain as much comparable insurance as is available for the Insurance Amount with respect to acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing Merger by such directors and officers in favor of the current their capacities as such. If Company shall consolidate with or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and merge into any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger other entity and shall continue not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any other entity, then and in full force each case, proper provision shall be made so that the successors and effect assigns of Company shall assume the obligations set forth in accordance with their terms for this Section 5.8. (b) For a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following 48 months after the Effective Time, provisions regarding elimination of liability of directorsCompany shall, and shall cause its subsidiaries to, maintain and preserve the rights to indemnification of officers and directors and advancement of expenses which are, provided for in the aggregateCharter Documents of Seller as in effect on the date hereof with respect to indemnification for liabilities and claims arising out of acts, no less advantageous omissions, events, matters or circumstances occurring or existing prior to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, howeverincluding, that Parent may substitute therefor policies of substantially equivalent coverage without limitation, the Bank Merger and amounts containing terms no less favorable the other transactions contemplated by this Agreement, to the extent such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts rights to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium indemnification are not in excess of 200% the maximum permitted by applicable state or federal laws or regulatory authorities. (c) The provisions of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable are intended to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on benefit of, and shall be enforceable by, each director or officer of Seller and his or her heirs and representatives. There shall be no duplication of benefits pursuant to Section 7.6(b5.8 (a) of the Company Disclosure Scheduleand (b).

Insurance and Indemnification. (ai) Parent agrees that all rights The Buyer will provide each individual who served as a director or officer of the Target or any of its Subsidiaries at any time prior to indemnification and advancement of expenses for the Effective Time with liability insurance with respect to acts or omissions occurring failures to act prior to the Effective Time for a period of six years after the Effective Time which liability insurance shall be no less favorable in coverage and amount than any applicable insurance in effect immediately prior to the Effective Time (including for acts or omissions of directors occurring prior other than to the Effective Time in connection with extent the adoption available limit of this Agreement and the approval any such insurance policy may be reduced or exhausted by reason of the Transactions) now existing in favor payment of the current or former claims thereunder relating to such directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (Target or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Timeits Subsidiaries); provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable in order to maintain or procure such former directors or officers; provided furthercoverage, that if neither the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or Buyer nor the Surviving Corporation Corporation, as applicable, shall use reasonable best efforts be required to obtain substantially similar D&O Insurance orpay, if not obtainablein the aggregate, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200300% of the average of the premiums current annual premium paid by the Company in 1998, 1999 and 2000 Target for D&O Insurance its existing coverage (the "Average PremiumInsurance Premium Cap"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Surviving Corporation is unable to obtain Insurance Premium Cap, the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or Buyer and the Surviving Corporation shall only be required to obtain as much insurance coverage as can be obtained for by paying, in the aggregate, an annual premium equal to the Insurance Premium Cap. (ii) Except as permitted under Section 2(d)(ii) and (iii), for a period of six years after the Effective Time, the Buyer will not take any action to alter or impair any exculpatory or indemnification provisions existing in excess the articles of 200% incorporation or bylaws of the Average Premium. The premium for D&O Insurance for Surviving Corporation (except as required by Virginia Corporation Law or federal law) to the 12-month period ending May 2002 is set forth on Section 7.6(b) extent that such modifications are less advantageous to any individual who served as a director or officer of the Company Disclosure ScheduleTarget or any of its Subsidiaries at any time prior to the Effective Time than the exculpatory or indemnification provisions contained in the articles of incorporation or bylaws of the Target as of the date hereof. (iii) If the Merger is consummated, the Buyer and Surviving Corporation will indemnify each individual who served as a director or officer of the Target or any of its Subsidiaries at any time prior to the Effective Time from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including all court costs and reasonable attorneys' fees and expenses, resulting from, arising out of, or caused by this Agreement or any of the transactions contemplated herein.

Insurance and Indemnification. (a) Parent Prior to the Effective Date, the Company shall purchase customary "tail" policies of directors' and officers' liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and Hudbay will, or will cause the Company and its Subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that (i) Hudbay shall not be required to pay any amounts in respect of such coverage prior to the Effective Time, and (ii) the cost of such policy shall not exceed 300% of the Company's current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries (such amount, the "Base Premium"); provided further that if such insurance can only be obtained at a premium in excess of the Base Premium, the Company may purchase such insurance at such excess premium only on commercially reasonable terms and market-based pricing following consultation in good faith with Hudbay and Hudbay's consent (not to be unreasonably withheld, conditioned or delayed). (b) Xxxxxx agrees that it shall honour all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) exculpation now existing in favor favour of the current or present and former officers and directors or officers of the Company and its Subsidiaries to the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided extent that they are disclosed in the Company Organizational Documents or Subsidiary Organizational Documents Disclosure Letter, and any indemnification agreements or arrangements of acknowledges that such rights, to the extent that they are disclosed in the Company and the Company Subsidiaries or as to the fullest extent permitted by law Disclosure Letter, shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six years after from the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by Date. (c) If the Company or Hudbay or any of their respective successors or assigns shall (i) amalgamate, consolidate with or merge or wind-up into any other person and shall not be the continuing or surviving corporation or entity; or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in 1998each such case, 1999 proper provisions shall be made so that the successors and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; assigns and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) transferees of the Company Disclosure Scheduleor Hudbay, as the case may be, shall assume all of the obligations of the Company or Hudbay, as applicable, set forth in this Section 5.15. (d) The provisions of this Section 5.15 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, the Company hereby confirms that it is acting as agent on their behalf. Furthermore, this Section 5.15 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six years.

Insurance and Indemnification. (a) Parent agrees that all rights to indemnification For a period of six years from and advancement of expenses for acts or omissions occurring prior to after the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval effective time of the Transactions) now existing merger, Helix, as the surviving corporation in favor of the current or former directors or officers of the Company and the Company Subsidiariesmerger has agreed to provide, and their respective heirs and representatives (each an "Indemnified Party")Forian has agreed cause Helix to provide, provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by applicable law shall survive and Helix’s certificate of incorporation and bylaws, indemnification and provide advancement of reasonable expenses to, each indemnified party against all losses that are paid in settlement of or in connection with any claim based in whole or in part on or arising in whole or in part out of the Merger fact that such person was a director or officer of Helix or any Helix subsidiary (or was serving at the request of Helix or any of its subsidiaries as a director, officer, employee, or trustee of another person) and shall continue in full force and effect in accordance with their terms pertaining to any matter existing at or before the effective time of the merger. In addition, for a period of six years following from the Effective Time. Parent shall cause to be included and to be maintained in effect effective time of the merger, Helix, as the surviving corporation in the Surviving Corporation's (merger has agreed to provide, and Xxxxxx has agreed cause Helix to provide director’s and officer’s liability insurance with respect to claims against such directors and officers arising from facts or any successor's) certificate events that occurred before the effective time of incorporation the merger, which insurance shall contain at least the same coverage and by-lawsamounts, during and contain terms and conditions no less advantageous, as that coverage currently provided by Helix. In no event shall Helix or Forian, however, be required to expend, on an annual basis, more than 300% of the current annual amount expended by Helix to maintain such directors and officers insurance coverage. In lieu of the foregoing, Helix may obtain at or prior to the effective time a six-year period following “tail” policy under Helix’s existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers preceding sentence if and directors and advancement of expenses which areto the extent that the same may be obtained for an amount that, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of does not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200exceed 300% of the average of current annual amount expended by Helix to maintain such directors and officers insurance coverage. See the premiums paid by the Company in 1998section entitled “Merger Agreement – Indemnification, 1999 Exculpation and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth Insurance’’ beginning on Section 7.6(b) of the Company Disclosure Schedulepage 79.

Insurance and Indemnification. (a1) Parent agrees Prior to the Effective Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance with a term of not less than six years providing protection no less favourable in the aggregate than the protection provided by the policies maintained by the Company which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date; provided that all rights the Purchaser will not be required to indemnification and advancement pay any amounts in respect of expenses for acts or omissions occurring such coverage prior to the Effective Time (including for acts or omissions and provided further that the cost of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval such policies shall not exceed 300% of the TransactionsCompany’s current annual aggregate premium for policies currently maintained by the Company (which the Company represents and warrants is $373,685). (2) The Company shall, and shall cause each of its Subsidiaries to, honour all rights to indemnification or exculpation now existing in favor favour of the current or present and former employees, officers, managers and directors or officers of the Company and the Company its Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law such rights shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period terms. The provisions of six years following this Section 4.9 shall be binding, jointly and severally, on all successors of the Effective Time. Parent shall cause to be included and to be maintained in effect in Company. (3) If the Surviving Corporation's (or any successor's) certificate of incorporation and by-lawsCompany or, during such six-year period following the Effective Time, the Purchaser or any of their successors or assigns shall (a) amalgamate, consolidate with or merge or wind-up into any other Person and, if applicable, shall not be the continuing or surviving corporation or entity; or (b) transfer all or substantially all of its properties and assets to any Person or Persons, then, and in each such case, proper provisions regarding elimination shall be made so that the successors, assigns and transferees of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documentsor the Purchaser, as the case may be, shall assume all of the obligations set forth in this Section 4.9. (b4) Parent or The provisions of this Section 4.9 shall survive the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% consummation of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required transactions contemplated by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance Agreement and are intended for the 12-month period ending May 2002 is set forth on Section 7.6(b) benefit of, and shall be enforceable by, present and former employees, officers, managers and directors of the Company Disclosure Scheduleand its Subsidiaries, their respective heirs, executors, administrators and personal representatives and shall be binding on the Company and its Subsidiaries and their respective successors and assigns.

Insurance and Indemnification. 8.1 AMS and ISOC agree to maintain adequate liability insurance, such protection being applicable to officers, employees and agents while acting within the scope of their employment 8.2 ISOC agrees to hold harmless, indemnify and defend AMS, its trustees, officers, employees and agents from all liabilities, demands, damages, expenses (including attorneys' fees) and losses arising out (a) Parent agrees any misrepresentation or breach by ISOC of any representation or warranty made by it under this Agreement, or (b) any breach by ISOC of any covenant or agreement to be performed by it under this Agreement, or (c) third party intellectual property claims alleging infringement by the RFC Materials in the form provided by ISOC to AMS, provided that all rights to such indemnification and advancement of expenses for acts or omissions occurring prior under thus subsection (C) shall not apply to the Effective Time extent such claim arises from AMS' modification of such RFC Materials or combination of such RFC Materials with materials not provided by ISOC, without which modification or combination the alleged infringement would not have occurred. ISOC shall have sole control over the defense and litigation of any such third party intellectual property claims, provided that ISOC shall obtain AMS' written approval before settlement of any dispute arising from this indemnification. AMS shall not unreasonably withhold consent unless the property or assets of AMS would be adversely affected. 8.3 AMS agrees to hold harmless, indemnify and defend ISOC, its trustees, officers, employees and agents from all liabilities, demands, damage, expenses (including for acts attorneys' fees) and losses arising out of (a) any misrepresentation or omissions breach by AMS of directors occurring prior any representation or warranty made by it under this Agreement, or (b) any breach by AMS of any covenant or agreement to the Effective Time be performed by it under this Agreement, or (c) any claims brought by employees, students, faculty, contractors or agents of AMS in connection with their employment or engagement in the adoption Work, their compensation or benefits, or the termination of this Agreement their employment. AMS shall have sole control over the defense and the approval litigation of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party")any such third party intellectual property claims, provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent AMS shall obtain as much D&O Insurance as can ISOC's written approval before settlement of any dispute arising from this indemnification. ISOC shall not unreasonably withhold consent unless the property or assets of ISOC would be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Scheduleadversely affected.

Insurance and Indemnification. (a1) From and after the Effective Time, Parent agrees will fulfill, and will cause Xxxxxxxx and/or its successors to fulfill and honour in all respects its obligations pursuant to any indemnification agreements between Xxxxxxxx and the present and former directors or officers of Xxxxxxxx or any Subsidiary thereof (the “Indemnified Parties”) in effect immediately prior to the Effective Time and any indemnification provisions under the Charter Documents of Xxxxxxxx or applicable Laws, in each case, as in effect on the date hereof and to the extent disclosed in Schedule 7.06 of the Disclosure Letter and permitted by applicable Laws. Parent shall cause Xxxxxxxx and/or its successors to not amend, repeal or otherwise modify the provisions with respect to exculpation and indemnification contained in the Charter Documents of Xxxxxxxx as in effect on the date hereof for a period of six years from the Effective Time in any manner that all would adversely affect the rights thereunder of individuals who, prior to indemnification the Effective Time, were directors or officers of Xxxxxxxx. (2) Prior to the Effective Time, Xxxxxxxx shall (or if Xxxxxxxx is unable to, Parent shall) obtain and advancement pay for “tail” insurance policies with a claims period of expenses for acts at least six years from and after the Effective Time from an insurance carrier with the same or omissions better credit rating xx Xxxxxxxx’x current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage not less favourable than those provided under Xxxxxxxx’x existing policies with respect to matters existing or occurring at or prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with this Arrangement Agreement or the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current transactions or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"actions contemplated hereby), provided in that the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements aggregate cost of the Company and D&O Insurance shall not exceed $1 million. If Xxxxxxxx or Parent for any reason fail to obtain such “tail” insurance policies as of the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms Effective Time, for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following after the Effective Time, provisions regarding elimination of Parent will, or will cause Xxxxxxxx and/or its successors to, maintain in effect directors’ and officers’ liability of insurance covering those persons who are currently covered by Xxxxxxxx’x directors, indemnification of officers ’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred on or before the Effective time on terms comparable to those applicable to the current directors and advancement officers of expenses which areXxxxxxxx. (3) This Section 7.06 is intended to be for the benefit of, in the aggregateand shall be enforceable by, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documentsreferred to herein, their heirs and personal representatives. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.

Insurance and Indemnification. (a1) Parent agrees Prior to the Effective Date, Corporation shall purchase a pre-paid non-cancellable run-off directors' and officers' liability insurance policy providing protection to all present and former officers and directors of Corporation and its Subsidiaries no less favourable in the aggregate to the protection provided by the policies maintained by Corporation and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and Purchaser shall, or shall cause Corporation and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that all rights Purchaser shall not be required to indemnification and advancement pay any amounts in respect of expenses for acts or omissions occurring such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 250% (including such amount, the "Base Premium") of Corporation's current annual aggregate premium for acts policies currently maintained by Corporation or omissions any of directors occurring prior its Subsidiaries; provided further however that if such insurance can only be obtained at a premium in excess of the Base Premium, Corporation may purchase the most advantageous policies of directors' and officers' liability insurance reasonably available for an annual premium not to exceed the Base Premium, and Purchaser shall, or shall cause Corporation and its Subsidiaries to, maintain such coverage for six (6) years from the Effective Time in connection with the adoption of this Agreement Date. (2) Purchaser shall cause Corporation and the approval of the Transactions) its Subsidiaries to honour all rights to indemnification or exculpation now existing in favor favour of present and former employees, officers and directors of Corporation and its Subsidiaries to the current or former directors or officers of extent that any such indemnity agreements have been disclosed in the Company and the Company SubsidiariesCorporation Disclosure Letter, and their respective heirs and representatives (each an "Indemnified Party")acknowledges that such rights, provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law that they have been so disclosed, shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years following from the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsDate. (b3) Parent If Corporation or the Surviving Corporation any of its Subsidiaries or any of their respective successors or assigns (i) consolidates or amalgamates with or merges or liquidates into any other Person and is not a continuing or surviving corporation or entity of such consolidation, amalgamation, merger or liquidation, or (ii) transfers all or substantially all of its properties and assets to any Person, Purchaser shall maintain the Company's existing officers' and directors' liability insurance ensure that any such successor or assign ("D&O Insurance") for a period of not less than three years after the Effective Time; providedincluding, howeveras applicable, that Parent may substitute therefor policies any acquirer of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% all of the average properties and assets of Corporation or any of its Subsidiaries) assumes all of the premiums paid by the Company obligations set forth in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule4.7.

Insurance and Indemnification. (a1) Parent agrees The Parties agree that all rights to indemnification or exculpation ‎‎now existing in favour of the present and former directors and officers of the ‎Company or of any of its Subsidiaries or who acts as a fiduciary under any ‎Company Plan ‎‎(each such present or former director or officer ‎of the Company or of any of its Subsidiaries ‎or fiduciary being herein ‎referred to as an “Indemnified Party” and such Persons collectively ‎being ‎referred to as the “Indemnified Parties”) as provided in the constating ‎documents of the ‎Company or any of its Subsidiaries in effect as of the ‎date of this Agreement or any ‎Contract by which the Company or any of its Subsidiaries is bound and which is in effect ‎as of the date hereof (including ‎provisions relating to the advancement of expenses for acts incurred in the ‎defense of any ‎action or omissions occurring prior suit), copies of which have been delivered to the Effective Time (including for acts or omissions of directors occurring prior to Purchaser, will survive the Effective Time in connection with the adoption of this Agreement and the approval completion of the Transactions) now existing in favor Plan of the current or former directors or officers of the Company Arrangement and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue ‎‎continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") without modification for a period of not less than three six years after from the Effective Time, with respect to actions ‎or omissions of ‎the Indemnified Parties occurring prior to the ‎Effective Time.‎ (2) The Purchaser will, or will cause the Company and its Subsidiaries to, maintain in ‎effect for six (6) years from the Effective Date customary policies of directors’ and officers’ ‎liability insurance providing protection no less favourable to the protection provided by the ‎policies maintained by the Company and its Subsidiaries which are in effect immediately ‎prior to the Effective Date and providing protection in respect of claims arising from facts or ‎events which occurred on or prior to the Effective Date; provided, however, that Parent may substitute therefor the Purchaser ‎acknowledges and agrees that prior to the Effective Time, notwithstanding any other provision ‎hereof, the Company may, at its option, purchase prepaid run-off directors’ and officers’ liability ‎insurance on terms substantially similar to the directors’ and officers’ liability policies currently ‎maintained by the Company, but providing coverage for a period of substantially equivalent coverage and amounts containing terms no less favorable six (6) years from the ‎Effective Date with respect to such former directors claims arising from or officersrelated to facts or events which occurred on ‎or prior to the Effective Date; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during premiums for any such periodpolicies, then Parent or including any policy the Surviving Corporation ‎Purchaser puts in place, shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can exceed 250% of the current premium paid by the ‎Company and its Subsidiaries (it being understood and agreed that in the event such ‎directors’ and officers’ ‎liability insurance cannot be obtained for an annual premium not in excess of 200250% of such last ‎annual premium or less, in the average ‎aggregate, the Purchaser shall only remain obligated to ‎provide the greatest directors’ and officers’ ‎liability insurance coverage as may be ‎obtained for such amount).‎ (3) The provisions of this Section 4.12 are and are intended to be for the premiums paid benefit of, and will ‎be enforceable by, each Indemnified Party, his or her heirs, executors, administrators and other ‎legal representatives and such rights will be held by the Company, and any successor to the ‎Company (including any surviving corporation), in trust for such Persons and the Company in 1998‎hereby accepts such trust and agrees to hold the benefit of and enforce performance of such ‎covenants on behalf of each Indemnified Party, 1999 his or her heirs, executors, administrators and 2000 for D&O Insurance (the "Average Premium")‎other legal representatives; provided furtherprovided, however, that in no event shall Parent approval of any beneficiary of such trust ‎will be required to pay annual premiums for insurance under in connection with an amendment or variation of this Section 7.6(b4.12 prior to the ‎Effective Time. (4) in excess If the Purchaser, the Company or any of 200% its Subsidiaries or any of their respective ‎successors or assigns (i) consolidates with or merges into any other Person and is not the ‎continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or ‎substantially all of its properties and assets to any Person, the Purchaser shall ensure that any such ‎successor or assign (including, as applicable, any acquirer of substantially all of the Average Premium; properties and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) ‎assets of the Company Disclosure Scheduleor any of its Subsidiaries) assumes all of the obligations set forth in ‎this Section 4.12. (5) Nothing in this Agreement is intended to, shall be construed to, or shall release, waive or ‎impair any rights to directors’ and officers’ liability 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 its ‎respective directors, officers or other employees, it being understood and agreed that the ‎indemnification and other rights provided for in this Section 4.12 are not prior to or in substitution ‎for any such claims under such policies.‎

Insurance and Indemnification. (a1) Parent agrees Prior to the Effective Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by the Company which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser will, or will cause the Company to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that all rights the Purchaser will not be required to indemnification and advancement pay any amounts in respect of expenses for acts or omissions occurring such coverage prior to the Effective Time (including for acts or omissions and provided further that the cost of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval such policies shall not exceed 200% of the TransactionsCompany’s current annual aggregate premium for policies currently maintained by the Company. (2) The Purchaser shall honour all rights to indemnification or exculpation now existing in favor favour of the current or present and former employees, officers and directors or officers of the Company and its Subsidiaries to the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided extent that they are disclosed in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements Section 4.8(2) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in Section 4.8(2) of the Company Subsidiaries or as to the fullest extent permitted by law Disclosure Letter, shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years following from the Effective TimeDate. Parent The provisions of this Section 4.8 shall cause to be included binding, jointly and to be maintained in effect in severally, on all successors of the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsPurchaser. (b3) Parent If the Company or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates or amalgamates with or merges or liquidates into any other Person and is not a continuing or surviving corporation or entity of such consolidation, amalgamation, merger or liquidation, or (ii) transfers all or substantially all of its properties and assets to any Person, the Surviving Corporation Purchaser shall maintain the Company's existing officers' and directors' liability insurance ensure that any such successor or assign ("D&O Insurance") for a period of not less than three years after the Effective Time; providedincluding, howeveras applicable, that Parent may substitute therefor policies any acquirer of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% all of the average of the premiums paid by the Company in 1998, 1999 properties and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) assets of the Company Disclosure Scheduleor its Subsidiaries) assumes all of the obligations set forth in this Section 4.8.

Insurance and Indemnification. (ai) Parent agrees that all rights The Buyer will provide each individual who served as a director or officer of the Target or any of its Subsidiaries at any time prior to indemnification and advancement of expenses for the Effective Time with liability insurance with respect to acts or omissions occurring failures to act prior to the Effective Time for a period of six years after the Effective Time which liability insurance shall be no less favorable in coverage and amount than any applicable insurance in effect immediately prior to the Effective Time (including for acts or omissions of directors occurring prior other than to the Effective Time in connection with extent the adoption available limit of this Agreement and the approval any such insurance policy may be reduced or exhausted by reason of the Transactions) now existing in favor payment of the current or former claims thereunder relating to such directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (Target or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Timeits Subsidiaries); provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable in order to maintain or procure such former directors or officers; provided furthercoverage, that if neither the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or Buyer nor the Surviving Corporation Corporation, as applicable, shall use reasonable best efforts be required to obtain substantially similar D&O Insurance orpay, if not obtainablein the aggregate, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200300% of the average of the premiums current annual premium paid by the Company in 1998, 1999 and 2000 Target for D&O Insurance its existing coverage (the "Average PremiumInsurance Premium Cap"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Surviving Corporation is unable to obtain Insurance Premium Cap, the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or Buyer and the Surviving Corporation shall only be required to obtain as much insurance coverage as can be obtained for by paying, in the aggregate, an annual premium equal to the Insurance Premium Cap. (ii) Except as permitted under Section 2(d)(ii) and (iii), for a period of six years after the Effective Time, the Buyer will not take any action to alter or impair any exculpatory or indemnification provisions existing in excess the articles of 200% incorporation or bylaws of the Average Premium. The premium for D&O Insurance for Surviving Corporation (except as required by Virginia Corporation Law or federal law) to the 12-month period ending May 2002 is set forth on Section 7.6(b) extent that such modifications are less advantageous to any individual who served as a director or officer of the Company Disclosure ScheduleTarget or any of its Subsidiaries at any time prior to the Effective Time than the exculpatory or indemnification provisions contained in the articles of incorporation or bylaws of the Target as of the date hereof. (iii) If the Merger is consummated, the Buyer and Surviving Corporation will indemnify each individual who served as a director or officer of the Target or any of its Subsidiaries, or of DHI or any of its Subsidiaries, at any time prior to the Effective Time from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including all court costs and reasonable attorneys' fees and expenses, resulting from, arising out of, or caused by this Agreement or any of the transactions contemplated herein.

Insurance and Indemnification. (a1) Parent agrees The Parties agree that all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) exculpation now existing in favor favour of the current or present and former directors or and officers of the Company and or of any of its Subsidiaries or who acts as a fiduciary under any Company Plan (each such present or former director or officer of the Company Subsidiaries, and their respective heirs and representatives (each or of any of its Subsidiaries or fiduciary being herein referred to as an "“Indemnified Party"), ” and such Persons collectively being referred to as the “Indemnified Parties”) as provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements constating documents of the Company and or any of its Subsidiaries in effect as of the date of this Agreement or any Contract by which the Company or any of its Subsidiaries or is bound and which is in effect as of the date hereof (including provisions relating to the fullest extent permitted by law shall advancement of expenses incurred in the defense of any action or suit), copies of which have been delivered to the Purchaser, will survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") without modification for a period of not less than three six years after from the Effective Time, with respect to actions or omissions of the Indemnified Parties occurring prior to the Effective Time. (2) The Purchaser will, or will cause the Company and its Subsidiaries to, maintain in effect for six (6) years from the Effective Date customary policies of directors’ and officers’ liability insurance providing protection no less favourable to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date; provided, however, that Parent may substitute therefor the Purchaser acknowledges and agrees that prior to the Effective Time, notwithstanding any other provision hereof, the Company may, at its option, purchase prepaid run-off directors’ and officers’ liability insurance on terms substantially similar to the directors’ and officers’ liability policies currently maintained by the Company, but providing coverage for a period of substantially equivalent coverage and amounts containing terms no less favorable six (6) years from the Effective Date with respect to such former directors claims arising from or officersrelated to facts or events which occurred on or prior to the Effective Date; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during premiums for any such periodpolicies, then Parent or including any policy the Surviving Corporation Purchaser puts in place, shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200exceed 250% of the average of the premiums current premium paid by the Company and its Subsidiaries (it being understood and agreed that in 1998the event such directors’ and officers’ liability insurance cannot be obtained for 250% of such last annual premium or less, 1999 in the aggregate, the Purchaser shall only remain obligated to provide the greatest directors’ and 2000 officers’ liability insurance coverage as may be obtained for D&O Insurance such amount). (3) The provisions of this Section 4.12 are and are intended to be for the "Average Premium"benefit of, and will be enforceable by, each Indemnified Party, his or her heirs, executors, administrators and other legal representatives and such rights will be held by the Company, and any successor to the Company (including any surviving corporation), in trust for such Persons and the Company hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of each Indemnified Party, his or her heirs, executors, administrators and other legal representatives; provided furtherprovided, however, that in no event shall Parent approval of any beneficiary of such trust will be required to pay annual premiums for insurance under in connection with an amendment or variation of this Section 7.6(b4.12 prior to the Effective Time. (4) in excess of 200% of If the Average Premium; and providedPurchaser, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, or

Insurance and Indemnification. (a1) Parent agrees Prior to the Effective Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that all rights the Purchaser shall not be required to indemnification and advancement pay any amounts in respect of expenses for acts or omissions occurring such coverage prior to the Effective Time (including for acts or omissions and provided further that the cost of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval such policies shall not exceed 300% of the TransactionsCompany’s current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries. (2) The Purchaser shall cause the Company to, honour all rights to indemnification or exculpation now existing in favor favour of the current or present and former employees, officers and directors or officers of the Company and its Subsidiaries to the Company Subsidiaries, and their respective heirs and representatives extent that they are (each an "Indemnified Party"), provided i) included in the Company Organizational Constating Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and or any of its Subsidiaries, or (ii) disclosed in Section 3.1(20)(a) of the Company Subsidiaries or as to the fullest extent permitted by law Disclosure Letter, and acknowledges that such rights under both (i) and (ii) shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years following from the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsDate. (b3) Parent If the Company or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a 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, the Surviving Corporation Purchaser shall maintain the Company's existing officers' and directors' liability insurance ensure that any such successor or assign ("D&O Insurance") for a period of not less than three years after the Effective Time; providedincluding, howeveras applicable, that Parent may substitute therefor policies any acquirer of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% all of the average of the premiums paid by the Company in 1998, 1999 properties and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) assets of the Company Disclosure Scheduleor its Subsidiaries) assumes all of the obligations set forth in this Section 4.10.

Insurance and Indemnification. (a) Parent agrees Prior to the Effective Date, the Target shall purchase, in consultation with the Purchaser, customary “tail” or “run off” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by the Target and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser will, or will cause the Target and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Effective Time. (b) The Purchaser shall, from and after the Effective Time, honour all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) exculpation now existing in favor favour of present and former employees, officers and directors of the current or former directors or officers of the Company Target and the Company SubsidiariesSubsidiaries (each, an “Indemnified Person”) and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law acknowledges that such rights shall survive the Merger completion of the Transaction and shall continue in full force and effect in accordance with their terms for a period of not less than six years following from the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsDate. (bc) Parent If the Purchaser, the Target or its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a 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, the Purchaser shall ensure that any such successor or assign (including, as applicable, any acquiror of substantially all of the properties and assets of the Target or the Surviving Corporation Subsidiaries) assumes all of the obligations set forth in this Section 4.13. (d) This Section 4.13 shall maintain survive the Company's existing officers' consummation of the Transaction and directors' liability insurance ("D&O Insurance") is intended to be for a period the benefit of, and shall be enforceable by, each insured or Indemnified Person and his or her heirs, executors, administrators and personal representatives and shall be binding on the Target and its successors and assigns, and, for such purpose, the Target hereby confirms that it is acting as agent and trustee on behalf of not less than three years after the Effective Timeinsured or Indemnified Persons; provided, provided however, that Parent may substitute therefor policies no approval of substantially equivalent coverage and amounts containing terms no less favorable to any beneficiary of such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent trust will be required to pay annual premiums for insurance under in connection with any amendment or variation of this Section 7.6(b) in excess of 200% of 4.13 prior to the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure ScheduleEffective Date.

Insurance and Indemnification. (a) Parent agrees Prior to the Effective Date, Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance provided that all rights the total cost of such tail policies of directors’ and officers’ liability insurance shall not exceed 200% of the current annual aggregate premium for directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to indemnification the protection provided by the policies maintained by Company which are in effect immediately prior to the Effective Date and advancement providing protection in respect of expenses claims arising from facts or events which occurred on or prior to the Effective Date, in each case for acts a claims reporting or omissions occurring discovery period of up to six (6) 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 and Newmarket will cause Company to maintain such tail policies in effect without any reduction in scope or coverage. In addition, if deemed advisable or necessary by Newmarket, Newmarket shall, prior to the Effective Date, purchase customary “tail” policies of directors’ and officers’ liability insurance provided that the total cost of such tail policies of directors’ and officers’ liability insurance shall not exceed 200% of the current annual aggregate premium for directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Newmarket which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date, in each case for a claims reporting or discovery period of up to six (including for acts 6) years from and after the Effective Time with respect to any claim related to any period of time at or omissions of directors occurring prior to the Effective Time and Newmarket will maintain such tail policies in connection with the adoption of this Agreement and the approval of the Transactionseffect without any reduction in scope or coverage. (b) Company agrees that it shall honour all rights to indemnification or exculpation now existing in favor favour of the current or present and former officers and directors or officers of the Company Newmarket and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law acknowledges that such rights shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six (6) years after from the Effective Time; providedDate. (c) The provisions of this Section 7.5 are intended for the benefit of, howeverand shall be enforceable by, each insured or indemnified person, his or her heirs, executors, administrators and other legal representatives and, for such purpose, Company and/or Newmarket, as applicable, (including any surviving corporation or entity) hereby confirms that Parent may substitute therefor policies it is acting as agent and trustee on their behalf. Furthermore, this Section 7.5 shall survive the termination of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain this Agreement as much D&O Insurance as can be obtained for an annual premium not in excess of 200% a result of the average occurrence of the premiums paid by the Company in 1998, 1999 and 2000 Effective Time for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess a period of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedulesix years.

Insurance and Indemnification. (ai) Parent agrees that After the Effective Time and for six years thereafter (or such later time as to which the statute of limitations shall have been extended by action of the Surviving Corporation), Purchaser shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries (each an "Indemnified Party") against all rights losses, claims, damages or liabilities arising out of actions or omissions occurring on or prior to indemnification the Effective Time (including, without limitation the transactions contemplated by this Agreement) to the full extent permitted or required under Delaware law and advancement by Articles Seventh and Eighth of the Company's Certificate of Incorporation as in effect at the date hereof (which Articles Seventh and Eighth shall be included in the Certificate of Incorporation of the Surviving Corporation and shall not be amended to adversely affect such indemnity for the six year period), including provisions relating to advances of expenses incurred in the defense of any action or suit, provided that any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under Delaware law and the Company's Certificate of Incorporation shall be made by independent counsel mutually selected by the Indemnified Party and the Surviving Corporation. At the Effective Time Purchaser shall cause the Surviving Corporation to purchase a non-cancelable extension of the Company's existing directors' and officers' liability insurance covering parties who are currently covered by such policy for a period of five years after the Effective Time in respect of acts or omissions occurring prior to the Effective Time (including for acts or omissions on terms with respect to coverage and amount no less favorable than those of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained such policy in effect in on the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documentsdate hereof. (bii) Parent or If the Surviving Corporation or any of its successors or assigns (x) consolidates with or merges into any other person and shall maintain not be the Company's existing officers' continuing or surviving corporation or entity of such consolidation or merger or (y) transfers all or substantially all of its properties and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable assets to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such periodany person, then Parent or and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not assume the obligations set forth in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule6.3(f).

Insurance and Indemnification. (a) Parent agrees Prior to the Effective Time, Yxxxxx shall purchase customary “tail” policies of directors’ and officers’ liability insurance from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained by Yxxxxx and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Time, and after the Effective Time: (i) Pan American will and will cause Yamana and its Subsidiaries (other than Subsidiaries comprising the Canadian Assets) and any successor to Yxxxxx; and (ii) Agnico will and will cause any Subsidiaries comprising the Canadian Assets, to maintain such “tail” policies in effect without any reduction in scope or coverage for six years from the Effective Time; provided, that all rights Pan American, Agnico and the Subsidiaries shall not be required to indemnification and advancement pay any amounts in respect of expenses for acts or omissions occurring such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% (including the “Base Premium”) of Yamana’s current annual aggregate premium for acts policies currently maintained by Yamana or omissions its Subsidiaries; provided further, however, that if such insurance can only be obtained at a premium in excess of the Base Premium, Yamana may purchase the most advantageous policies of directors’ and officers’ liability insurance reasonably available for an annual premium in excess of the Base Premium, and after the Effective Time: (i) Pan American shall cause Yamana and its Subsidiaries (other than Subsidiaries comprising the Canadian Assets) and any successor to Yxxxxx; and (ii) Agnico shall and shall cause any Subsidiaries comprising the Canadian Assets, to maintain such coverage for six years from the Effective Date. From and after the Effective Time, Pan American, Agnico and Yxxxxx, as applicable, agree not to take any action to terminate such directors’ and officers’ liability insurance or materially adversely affect the rights of Yxxxxx’s present and former directors occurring prior and officers thereunder. (b) After the Effective Time, Pan American will and will cause Yamana and its Subsidiaries (other than Subsidiaries comprising the interests purchased by Agnico pursuant to the Effective Time in connection with Asset Sale) and any successor to Yxxxxx, and Agnico will and will cause any Subsidiaries comprising the adoption of this Agreement and interests purchased by Agnico pursuant to the approval of the Transactions) Asset Sale, to honour all rights to indemnification or exculpation now existing in favor favour of present and former employees, officers and directors of Yamana and its Subsidiaries under Law and under the current articles or former directors other constating documents of Yamana and/or its Subsidiaries or officers under any agreement or contract of the Company and the Company any indemnified Person with Yamana or with any of its Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law acknowledges that such rights shall survive the Merger completion of the Plan of Arrangement, and, to the extent within the control of Pan American, Pan American shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified Person and shall continue in full force and effect in accordance with their terms for a period of not less than six years following from the Effective Date. (c) If Pan American, Agnico, Yamana or any of its Subsidiaries or any of their respective successors or assigns (x) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (y) transfers all or substantially all of its properties and assets to any Person, then after the Effective Time. Parent : (i) Pan American shall cause Yamana and its Subsidiaries (other than Subsidiaries comprising the Canadian Assets) and any successor to be included Yxxxxx; and (ii) Agnico shall and shall cause any Subsidiaries comprising the Canadian Assets, to be maintained in effect in ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the Surviving Corporation's (properties and assets of Pan American, Agnico, Yamana or any successor'sof its Subsidiaries or any of their respective successors or assigns, as applicable) certificate assumes all of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, obligations set forth in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documentsthis Section 6.11. (bd) Parent The provisions of this Section 6.11 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, Yxxxxx xxxxxx confirms that it is acting as trustee on their behalf, and agrees to enforce the Surviving Corporation provisions of this Section 6.11 on their behalf. Furthermore, this Section 6.11 shall maintain survive the Company's existing officers' and directors' liability insurance ("D&O Insurance") termination of this Agreement as a result of the occurrence of the Effective Date for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedulesix years.

Insurance and Indemnification. (a) Parent agrees Company and Bank shall permit Seller to use commercially reasonable efforts to extend the discovery period of its directors’ and officers’ liability insurance for a period of up to 36 months with respect to all matters arising from facts or events which occurred before the Effective Time for which Seller would have had an obligation to indemnify its directors and officers; provided, however, that all rights the total costs to indemnification Seller, Company and advancement Bank of expenses the premiums for such coverage shall not exceed an annual amount which exceeds 125% of the current annual amount expended by Seller (the “Insurance Amount”). If Company is unable to maintain or obtain the insurance called for by this Section 5.8 as a result of the preceding provision, Company shall use commercially reasonable efforts to obtain as much comparable insurance as is available for the Insurance Amount with respect to acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing Merger by such directors and officers in favor of the current their capacities as such. If Company shall consolidate with or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and merge into any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger other entity and shall continue not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any other entity, then and in full force each case, proper provision shall be made so that the successors and effect assigns of Company shall assume the obligations set forth in accordance with their terms for this Section 5.8. (b) For a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following 36 months after the Effective Time, provisions regarding elimination of liability of directorsCompany shall, and shall cause its subsidiaries to, maintain and preserve the rights to indemnification of officers and directors and advancement of expenses which are, provided for in the aggregateCharter Documents of Seller as in effect on the date hereof with respect to indemnification for liabilities and claims arising out of acts, no less advantageous omissions, events, matters or circumstances occurring or existing prior to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, howeverincluding, that Parent may substitute therefor policies of substantially equivalent coverage without limitation, the Bank Merger and amounts containing terms no less favorable the other transactions contemplated by this Agreement, to the extent such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts rights to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium indemnification are not in excess of 200% that permitted by applicable state or federal laws or regulatory authorities. (c) The provisions of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable are intended to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on benefit of, and shall be enforceable by, each director or officer of Seller and his or her heirs and representatives. There shall be no duplication of benefits pursuant to Section 7.6(b5.8 (a) of the Company Disclosure Scheduleand (b).

Insurance and Indemnification. (a1) Parent agrees that all rights Prior to indemnification the Effective Time, the Corporation shall and, if the Corporation is unable after using commercially reasonable efforts, the Purchaser Parties shall cause the Corporation to, as of the Effective Time, obtain and advancement fully pay the premium for the extension of expenses the directors’ and officers’ liability coverage of the Corporation’s and its Subsidiaries’ existing directors’ and officers’ insurance policies for acts a claims reporting or omissions occurring run-off and extended reporting period and claims reporting period of at least six 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 Corporation’s current insurance carriers or an insurance carrier with the same or better credit rating with respect to directors’ and officers’ liability insurance (including D&O Insurance), and with terms, conditions, retentions and limits of liability that are no less advantageous to the present and former directors and officers of the Corporation and its Subsidiaries than the coverage provided under the Corporation’s and its Subsidiaries’ existing policies. If the Corporation for acts any reason fails, after having used commercially reasonable efforts, to obtain such run off insurance policies as of the Effective Time, the Purchaser Parties shall, or omissions shall cause the Corporation and its Subsidiaries to, maintain in effect for a period of directors occurring prior to at least six years from and after the Effective Time the D&O Insurance in connection with the adoption of this Agreement and the approval place as of the Transactionsdate hereof with terms, conditions, retentions and limits of liability that are no less advantageous to the present and former directors and officers of the Corporation and its Subsidiaries than the coverage provided under the Corporation’s and its Subsidiaries’ existing policies as of the date hereof, or the Corporation shall purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favourable to the present and former directors and officers of the Corporation and its Subsidiaries as provided in Corporation’s existing policies as of the date hereof. (2) From and after the Effective Date, the Purchaser Parties shall cause the Corporation or the applicable Subsidiary of the Corporation to honour all rights to indemnification or exculpation now existing in favor favour of present and former employees, officers and directors of the current Corporation and its Subsidiaries to the extent that they are contained in their Constating Documents or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided disclosed in the Company Organizational Corporation Disclosure Letter and acknowledges that such rights, to the extent that they are contained in their Constating Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of disclosed in the Company and the Company Subsidiaries or as to the fullest extent permitted by law Corporation Disclosure Letter, shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date. (3) If either of the Purchaser Parties, the Corporation or any of its Subsidiaries or any of their respective successors or assigns following the Effective Time. Parent Time (i) consolidates or amalgamates with or merges or liquidates into any other Person and is not a continuing or surviving corporation or entity of such consolidation, amalgamation, merger or liquidation, or (ii) transfers all or substantially all of its properties and assets to any Person, proper arrangements shall cause be made so as to be included ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and to be maintained assets of the Purchaser Parties, the Corporation or its Subsidiaries) assumes all of the obligations set forth in this Section 4.9 and acknowledges that such rights shall survive the Effective Time and shall continue in full force and effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") accordance with their terms for a period of not less than three six years after from the Effective Time; providedDate. (4) This Section 4.9 shall survive the consummation of the Arrangement and is intended to be for the benefit of, howeverand shall be enforceable by, that Parent may substitute therefor policies of substantially equivalent coverage the present and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% and officers of the average Corporation and its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the Indemnified Persons) and shall be binding on the Purchaser Parties, the Corporation and their respective successors and assigns, and, for such purpose, the Corporation hereby confirms that it is acting as agent on behalf of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure ScheduleIndemnified Persons.

Insurance and Indemnification. (a) Parent The Purchaser will, or will cause the Company and its Subsidiaries to, maintain in effect without any reduction in scope or coverage for six years from the Effective Date customary policies of directors’ and officers’ liability insurance providing protection no less favourable than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date. Alternatively, the Purchaser agrees that prior to the Effective Date, the Company may, at the election of the Company in its sole discretion (and provided that if the Company so elects, the Purchaser and the Company and its Subsidiaries shall not have the obligation referenced in the immediately preceding sentence), purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser and its successors in interest shall, or shall cause the Company and its successors in interest and its or their Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for seven years from the Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Effective Time. From and after the Effective Time, the Company or the Purchaser, as applicable, agrees not to take any action to terminate such directors’ and officers’ liability insurance or adversely affect the rights of the Company’s present and former directors and officers thereunder. (b) The Purchaser shall cause the Company and its Subsidiaries to honour all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) exculpation now existing in favor favour of the current or present and former employees, officers and directors or officers of the Company and the Company its Subsidiaries, and their respective heirs and representatives to the extent that they are (each an "Indemnified Party"), provided i) included in the Company Organizational Constating Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and or any of its Subsidiaries, or (ii) disclosed in Schedule 4.9(b) of the Company Subsidiaries or as to the fullest extent permitted by law Disclosure Letter, and acknowledges that such rights shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years following from the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsDate. (bc) Parent If the Company or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a 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, the Surviving Corporation Purchaser shall maintain the Company's existing officers' and directors' liability insurance ensure that any such successor or assign ("D&O Insurance") for a period of not less than three years after the Effective Time; providedincluding, howeveras applicable, that Parent may substitute therefor policies any acquirer of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% all of the average of the premiums paid by the Company in 1998, 1999 properties and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) assets of the Company Disclosure Scheduleor its Subsidiaries) assumes all of the obligations of the Company and its Subsidiaries set forth in this Section 4.9.

Insurance and Indemnification. (1) Prior to the Effective Date, the Corporation shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Corporation and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date, and the Purchaser shall, or shall cause the Corporation and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Effective Time; and provided further that the cost of such policies shall not exceed 300% of the aggregate premium for policies currently maintained by the Corporation and its Subsidiaries as set forth in Section 4.9 of the Corporation Disclosure Letter. (2) The Purchaser shall, and shall cause the Corporation and its Subsidiaries to, (a) Parent agrees that honour all rights to indemnification or exculpation in favour of present and advancement former Corporation Employees, officers and directors of expenses for acts or omissions occurring prior the Corporation and its Subsidiaries to the Effective Time extent that they are (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactionsi) now existing and contained in favor of their Constating Documents or (ii) disclosed in the current Corporation Disclosure Letter or former directors or officers of the Company and the Company Subsidiariesin any filed Corporation SEC Documents, and (b) acknowledges that such rights, to the extent that they are contained in their respective heirs and representatives (each an "Indemnified Party"), provided Constating Documents or disclosed in the Company Organizational Documents Corporation Disclosure Letter or Subsidiary Organizational Documents and in any indemnification agreements filed Corporation SEC Documents, shall not be amended or arrangements of the Company and the Company Subsidiaries or as rescinded in a manner adverse to the fullest extent permitted by law applicable Corporation Employee, officer or director and shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years following from the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsDate. (3) If Purchaser, the Corporation or any of its Subsidiaries, or any of their respective successors or assigns (a) consolidates or amalgamates with or merges or liquidates into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation, amalgamation, merger or liquidation or (b) Parent transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that any such successor and assign shall assume the Surviving Corporation obligations set forth in this Section 4.9. (4) This Section 4.9 shall maintain survive the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% consummation of the average Arrangement and is intended to be for the benefit of, and shall be enforceable by, the present and former Corporation Employees, directors and officers of the premiums paid by the Company in 1998Corporation and its Subsidiaries and their respective heirs, 1999 executors, administrators and 2000 for D&O Insurance personal representatives (the "Average Premium"); provided furtherIndemnified Persons) and shall be binding on the Purchaser, howeverthe Corporation, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Corporation hereby confirms that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% it is acting as agent on behalf of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure ScheduleIndemnified Persons.

Insurance and Indemnification. 6.1 The Company shall provide the Executive with directors' and officers' (aD&O) Parent agrees liability insurance coverage. The Company shall, at all times, carry no less that $5 million in such D&O insurance. In the event that the Company's directors' and officers' liability insurance coverage lapses, and if the Executive is a party to or is threatened to be made a party to any threatened, pending or completed claim, action, suit, or proceeding, or appeal therefrom, whether civil, criminal administrative, investigative, or otherwise, because he is or was an officer and/or director of the Company or at the express request of the Company is or was serving for purposes reasonably understood by him to be for the Company as a director, officer, partner, employee, agent, trustee, or in any other capacity of an association, corporation, general or limited partnership, joint venture, trust, or other entity, the Company shall indemnify the Executive against, and shall pay and advance, all rights to indemnification reasonable expenses, including attorney's fees and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time disbursements, and any judgments, fines, and amounts paid in settlement incurred by him in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current such claim, action, suit, proceeding, or former directors or officers of the Company and the Company Subsidiariesappeal therefrom, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted under the Company's Certificate of Incorporation ("Certificate"), bylaws ("Bylaws") or applicable law. 6.2 The Executive's coverage under the D&O insurance policy referenced above, and the Company's obligation to indemnify the Executive as provided above and to the extent permitted by law the Certificate, Bylaws, and applicable law, shall survive the Merger expiration of this Agreement until the expiration of any statute of limitations applicable to a claim brought against Executive because he is or was an officer and/or director of the Company and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause as necessary to be included and to be maintained in effect adequately protect Executive in the Surviving Corporation's (or any successor's) certificate event of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; providedinsolvency. -------------------------------------------------------------------------------- Employment Agreement Page 8 April ___, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.2004

Insurance and Indemnification. (a1) Parent agrees Prior to the Effective Date, the Corporation shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Corporation and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date, and the Purchaser shall, or shall cause the Corporation and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Effective Time; and provided further that the cost of such policies shall not exceed 400% of the aggregate premium for policies currently maintained by the Corporation and its Subsidiaries as set forth in Section 4.10 of the Corporation Disclosure Letter. (2) The Purchaser shall cause the Corporation and its Subsidiaries to honour all rights to indemnification or exculpation in favour of present and advancement former Corporation Employees, officers and directors of expenses for acts or omissions occurring prior the Corporation and its Subsidiaries to the Effective Time extent that they are (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactionsi) now existing and contained in favor of their Constating Documents or (ii) disclosed in the current or former directors or officers of the Company and the Company SubsidiariesCorporation Disclosure Letter, and acknowledges that such rights, to the extent that they are contained in their respective heirs and representatives (each an "Indemnified Party"), provided Constating Documents or disclosed in the Company Organizational Documents Corporation Disclosure Letter, shall not be amended or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as rescinded in a manner adverse to the fullest extent permitted by law applicable Corporation Employee, officer or director and shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Date. (3) If the Purchaser, the Corporation or any of its Subsidiaries or any of their respective successors or assigns following the Effective Time. Parent Time (a) consolidates or amalgamates with or merges or liquidates into any other Person and is not a continuing or surviving corporation or entity of such consolidation, amalgamation, merger or liquidation, or (b) transfers all or substantially all of its properties and assets to any Person, proper arrangements shall cause be made so as to be included ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and to be maintained in effect in assets of the Surviving Corporation's (Purchaser, the Corporation or any successor'sof its Subsidiaries) certificate assumes all of incorporation the obligations set forth in this Section 4.10. This Section 4.10 is in addition to and by-lawsnot in substitution of, during such six-year period following the Effective Time, provisions regarding elimination any other rights of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational DocumentsPersons under contract or otherwise. (b4) Parent or This Section 4.10 shall survive the Surviving Corporation consummation of the Arrangement and is intended to be for the benefit of, and shall maintain be enforceable by, the Company's existing officers' present and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% and officers of the average Corporation and its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the Indemnified Persons) and shall be binding on the Purchaser, the Corporation, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Corporation hereby confirms that it is acting as agent on behalf of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure ScheduleIndemnified Persons.

Insurance and Indemnification. (a) Parent agrees that all ----------------------------- rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or ----------------- Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O --- Insurance") for a period of not less than three years after the Effective Time; --------- provided, however, that Parent may substitute therefor policies of substantially -------- ------- equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O -------- ------- Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no --------------- -------- ------- event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or ------- the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.

Insurance and Indemnification. (1) Prior to the Effective Date, the Corporation shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Corporation and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date, and the Parent shall, or shall cause the Corporation and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that none of the Parent, the Purchaser or any of their respective affiliates shall be required to pay any amounts in respect of such coverage prior to the Effective Time; and provided further that the aggregate cost of such policies shall not exceed 300% of the aggregate annual premium for policies currently maintained by the Corporation and its Subsidiaries as set forth in Section 4.9 of the Corporation Disclosure Letter. (2) The Parent shall cause the Corporation and its Subsidiaries to (a) Parent agrees that honour all rights to indemnification or exculpation in favour of present and advancement former officers and directors of expenses for acts or omissions occurring prior the Corporation and its Subsidiaries to the Effective Time extent that they are (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactionsi) now existing and contained in favor of their Constating Documents or (ii) disclosed in the current or former directors or officers of the Company and the Company SubsidiariesCorporation Disclosure Letter, and (b) acknowledge that such rights, to the extent that they are contained in their respective heirs and representatives (each an "Indemnified Party"), provided Constating Documents or disclosed in the Company Organizational Documents Corporation Disclosure Letter, shall not be amended or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as rescinded in a manner adverse to the fullest extent permitted by law applicable officer or director and shall survive the Merger completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which areterms, in the aggregateeach case, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three six (6) years after from the Effective Time; providedDate. (3) If Parent, howeverthe Corporation or any of its Subsidiaries, or any of their respective successors or assigns (i) consolidates or amalgamates with or merges or liquidates into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation, amalgamation, merger or liquidation or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that Parent may substitute therefor policies any such successor and assign shall assume the obligations set forth in this Section 4.9. (4) This Section 4.9 shall survive the consummation of substantially equivalent coverage the Arrangement and amounts containing terms no less favorable is intended to such be for the benefit of, and shall be enforceable by, the present and former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% and officers of the average Corporation and its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the Indemnified Persons) and shall be binding on the Parent, the Corporation, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Corporation hereby confirms that it is acting as agent on behalf of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure ScheduleIndemnified Persons.

Insurance and Indemnification. 9.1 YMB and ALLPHASE shall each maintain, at its sale cost and expense, insurance coverage with a reputable insurer (awhich shall be either occurrence based or claims made coverage) Parent agrees that in an amount usual and customary for companies engaged in activities as contemplated by this Agreement. All such insurance shall be in place before the first patient is enrolled in the Study. Each shall designate the other party as an additional named insured on all rights such policies, where possible. The Parties will endeavour to indemnification advise the other Party in writing within twenty-eight (28) days of its intention to cancel the policy. 9.2 If either party maintains it claims-made policy and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and expires or terminates for any reason, then that party shall either: 1) continue to maintain the approval of the Transactions) now existing in favor of the current same or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each higher coverage with an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms insurance carrier for a period of six two (2) years following thereafter; or 2) purchase "Tail Coverage" effective until the Effective Time. Parent second (2nd) anniversary date of the expiration or termination of this Agreement; or 3) obtain and maintain "Prior Acts" coverage equivalent in time and coverage as the "Tail Coverage" described herein. 9.3 Upon request by either party, the other party shall cause provide evidence of that party's compliance with this Section 9.1 and/or 9.2. 9.4 ALLPHASE agrees to be included defend, indemnify, save and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation hold harmless YMB and by-lawsits parent, during such six-year period following the Effective Time, provisions regarding elimination of liability of subsidiaries and affiliates and their respective directors, indemnification officers, employees and agents (the "YMB Indemnities") from and against any third party claims, demands, suits, actions, causes of officers action, losses, damages, fines and directors liabilities, including reasonable legal fees and advancement disbursements (the "Claims") arising out of expenses which areor in connection with or attributable to: (a) ALLPHASE's wilful failure to comply with this Agreement, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. Work Order or Protocol and any amendments thereto; (b) Parent ALLPHASE's gross negligence or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not willful misconduct in excess of 200% performance of the average Services; (c) violations of applicable Laws, GLPs or GCPs; and/or (d) ALLPHASE's submission of false or incorrect data and information to YMB; except to the extent any of the premiums paid by Claims arise from the Company in 1998gross negligence or wilful misconduct of YMB. ALLPHASE agrees to pay the reasonable costs and damages arising from such Claims, 1999 after exhaustion of all reasonable appeals, provided that YMB provides ALLPHASE with written notice of the Claims within five business (5) days of the date YMB receives notice of the Claim and 2000 for D&O Insurance YMB provides ALLPHASE with reasonable information and assistance required to defend the Claim. ALLPHASE shall have the sale authority to defend and/or settle the Claim, provided that ALLPHASE may not settle a Claim that includes an admission of liability on the part of YMB without YMB's prior written consent. 9.5 YMB agrees to defend, indemnify, save and hold harmless ALLPHASE and its parent, subsidiaries and affiliates and their respective directors, officers, employees and agents (the "Average PremiumALLPHASE Indemnities") from and against any Claims arising out of or in connection with or attributable to: (a) the research (including the ethical review of the Protocol and related materials), development, manufacture, distribution, use, sale or other disposition of the Test Materials by YMB, or any distributor, collaborator, customer, sublicense, representative or agent of YMB; (b) an infringement of any third party's patent rights or unauthorized use or misappropriation of its intellectual property pertaining to the Test Materials; and/or (c) YMB's gross negligence or willful misconduct in connection with this Agreement YMB agrees to pay the reasonable costs and damages arising from such Claims, after exhaustion of all reasonable appeals, provided furtherthat ALLPHASE has given YMB written notice of the Claims within five business (5) days of the date ALLPHASE receives notice of the Claim, however, that in no event shall Parent be and ALLPHASE has provided information and reasonable assistance required to pay annual premiums for insurance under this Section 7.6(b) in excess defend the Claim. YMB shall have the sole authority to defend and/or settle the claim, provided that YMB may not settle a claim that includes all admission of 200% liability on the part of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure ScheduleALLPHASE without ALLPHASE's prior written consent.