Common use of Officer and Director Liability Insurance Clause in Contracts

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of the Company. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee.

Officer and Director Liability Insurance. (a) The Company Cameron shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company Cameron is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company Cameron with coverage for losses from wrongful acts and omissions and to ensure the CompanyCameron’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the CompanyCameron’s directors and officers. Notwithstanding the foregoing, the Company Cameron shall have no obligation to obtain or maintain such insurance if the Company Cameron determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of the CompanyCameron. (b) To the extent that the Company Cameron maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the CompanyCameron, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that the Company Cameron is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company Cameron hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of the Company. (ba) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (cb) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated (or cause to indemnify the Indemnitee under this Agreement, one be obtained and maintained) a policy or more policies of insurance with reputable insurance companies to provide providing the directors and officers of the Company with coverage for losses from wrongful in connection with acts or omissions of such directors and omissions and officers, or to ensure the Company’s performance of its indemnification obligations under this AgreementAgreement (“D&O Coverage”). At all times during which this Agreement is in effect and for a period of six years following the date Indemnitee ceased or ceases service to the Company the D&O Coverage shall be maintained at a level not less than such coverage in effect as of August 7, 2008, provided the annual premiums for such coverage do not exceed 300% of the annual premiums in place on August 7, 2008 (“Premium Maximum”). In all such insurance policiesthe event the annual premiums for the D&O Coverage required above in this Section 6(a) exceed the Premium Maximum for any year, the Company shall be required to obtain for such year the maximum amount of D&O coverage obtainable by payment of annual premiums equal to the Premium Maximum. (b) In all policies of director and officer liability insurance, Indemnitee shall will be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and directors, if Indemnitee is a director, or the [See Attached Schedule] August 19, 2008 Page 2 Company’s officers. Notwithstanding the foregoing, if Indemnitee is not a director of the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee but is covered by such insurance maintained by a subsidiary or parent an officer. Except as amended hereby, all of the Company. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request terms and provisions of the CompanyIndemnification Agreement shall remain in full force and effect. Please indicate your agreement with the above Amendment by signing where indicated below and returning one copy of this letter amendment to MedQuist Inc., the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies0000 Xxxxxxx Xxxx Xxxx. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur ExpensesXxxxx 000, judgmentsXx. Laurel, penaltiesNew Jersey 08054, fines or amounts paid in settlement without the prior written consent of the Indemnitee.USA, Attention: General Counsel. Sincerely, MedQuist Inc. By: Name: Title: Agreed by: [ ]

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s 's performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s 's directors and officers. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of the Company. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee.

Officer and Director Liability Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, subject to Section 6(b), the Company shall use all commercially reasonable efforts to obtain and maintain in full force and effect during directors’ and officers’ liability insurance (“D&O Insurance”), in reasonable amounts as the entire period for which Board shall determine from established and reputable insurers with an AM Best rating of X.XX or better, but no less than the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers amounts in effect upon initial procurement of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this AgreementD&O Insurance. In all such insurance policiespolicies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. insured. (b) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance D&O Insurance if the Company Board determines in good faith that the premium costs for such insurance are (i) disproportionate to the amount of coverage provided after giving effect to exclusions, and (ii) substantially more burdensome to the Company than the premiums charged to the Company for its initial D&O Insurance; provided that Indemnitee is covered by given written notice of any such insurance maintained by a subsidiary or parent determination within thirty (30) days of the Company. date that it is made (bbut in no event shall such notice be given less than ten (10) To days prior to the extent termination of any existing D&O Insurance); provided, further, that the Company maintains an will be required to obtain and maintain “tail” insurance policy ​ policies covering Indemnitee for any act or policies providing liability insurance omission taken prior to the termination of the D&O Insurance. For the avoidance of doubt, the Company shall still be obligated to provide indemnification for directors or officers and/or make any advancement of Expenses with respect to the Expenses of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms Proceeding pursuant to the maximum extent terms of this Agreement, regardless of whether the coverage available for the most favorably insured director or officer under such policy or policiesCompany maintains D&O Insurance covering Indemnitee. (c) In Indemnitee shall be covered by the event D&O Insurance policies that the Company is required to maintain hereunder in such a named manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured under any policy of the Company’s directors, if Indemnitee is a director; or policies of insurance referenced in either Section 14(a) or (b) abovethe Company’s officers, if Indemnitee is not a director of the Company hereby covenants and agrees that it will not settle any claims but is an officer; or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the IndemniteeCompany’s key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee is adequately covered by such insurance maintained by a subsidiary or parent other Affiliate of the Company. (ba) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors directors, officers, employees or officers agents of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (cb) In The Company shall maintain the event that the Company is a named insured under any policy or policies of insurance referenced referred to in either Section 14(a(a) or and (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which above so long as the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without Corporate Status and for six (6) years after the prior written consent of the IndemniteeIndemnitee no longer has Corporate Status.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of the Company. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the IndemniteeIndemnitee (not to be unreasonably withheld).

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s current or former directors and officers. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of the Company. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the CompanyAnother Enterprise, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims under such policy or Proceedings policies with the relevant insurance company or companies in respect of any Proceeding that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts Corporation to the fullest extent permitted by the Delaware Law, may purchase and maintain insurance on behalf of any such person against any liability which may be asserted against such person. The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one a policy or more policies of insurance with reputable insurance companies to provide providing the officers and directors and officers of the Company Corporation with coverage for losses from wrongful acts and omissions and acts, or to ensure the CompanyCorporation’s performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all such insurance policiespolicies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the CompanyCorporation’s directors and directors, if Indemnitee is a director; or of the Corporation’s officers, if Indemnitee is not a director of the Corporation but is an officer; or of the Corporation’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company Corporation shall have no obligation to obtain or maintain such insurance if the Company Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by such similar insurance maintained by a parent or subsidiary or parent of the Company. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the CompanyCorporation. Further, the Indemnitee shall be named Corporation may create a trust fund, grant a security interest or use other means (including without limitation a letter of credit) to ensure the payment of such sums as an insured under and shall be covered by such policy may become necessary or policies in accordance with its or their terms desirable to effect the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policiesindemnification as provided herein. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee.

Officer and Director Liability Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, subject to Section 6(b), the Company shall use all commercially reasonable efforts to obtain and maintain in full force and effect during directors’ and officers’ liability insurance (“D&O Insurance”), in reasonable amounts as the entire period for which Board shall determine from established and reputable insurers with an AM Best rating of X.XX or better, but no less than the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers amounts in effect upon initial procurement of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this AgreementD&O Insurance. In all such insurance policiespolicies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. insured. (b) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance D&O Insurance if the Company Board determines in good faith that the premium costs for such insurance are (i) disproportionate to the amount of coverage provided after giving effect to exclusions, and (ii) substantially more burdensome to the Company than the premiums charged to the Company for its initial D&O Insurance; provided that Indemnitee is covered by given written notice of any such insurance maintained by a subsidiary or parent determination within thirty (30) days of the Company. date that it is made (bbut in no event shall such notice be given less than ten (10) To days prior to the extent termination of any existing D&O Insurance); provided, further, that the Company maintains an will be required to obtain and maintain “tail” insurance policy policies covering Indemnitee for any act or policies providing liability insurance omission taken prior to the termination of the D&O Insurance. For the avoidance of doubt, the Company shall still be obligated to provide indemnification for directors or officers and/or make any advancement of Expenses with respect ​ to the Expenses of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms Proceeding pursuant to the maximum extent terms of this Agreement, regardless of whether the coverage available for the most favorably insured director or officer under such policy or policiesCompany maintains D&O Insurance covering Indemnitee. (c) In Indemnitee shall be covered by the event D&O Insurance policies that the Company is required to maintain hereunder in such a named manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured under any policy of the Company’s directors, if Indemnitee is a director; or policies of insurance referenced in either Section 14(a) or (b) abovethe Company’s officers, if Indemnitee is not a director of the Company hereby covenants and agrees that it will not settle any claims but is an officer; or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the IndemniteeCompany’s key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of the Company. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that If the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penaltiespenalties (including excise or similar taxes), fines or amounts paid in settlement without the prior written consent of the Indemnitee. (d) If Indemnitee is a director of the Company, the Company will advise the Board of any proposed material reduction in the coverage for Indemnitee to be provided by the Company’s directors’ liability insurance policy and, if a Change of Control has occurred or is pending, will not effect such a reduction with respect to Indemnitee without the prior approval of at least 80% of the Independent Directors of the Company. (e) If Indemnitee is a director of the Company during the term of this Agreement and if Indemnitee ceases to be a director of the Company for any reason, the Company shall procure a run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred before the time Indemnitee ceased to be a director of the Company and covering Indemnitee, which policy, without any lapse in coverage, will provide coverage for a period of six years after the time Indemnitee ceased to be a director of the Company and will provide coverage (including amount and type of coverage and size of deductibles) that are substantially comparable to the Company’s directors’ and officers’ liability insurance policy that was most protective of Indemnitee in the 12 months preceding the time Indemnitee ceased to be a director of the Company; provided, however, that: (i) this obligation shall be suspended during the period immediately following the time Indemnitee ceases to be a director of the Company if and only so long as the Company has a directors’ and officers’ liability insurance policy in effect covering Indemnitee for such claims that, if it were a run-off policy, would meet or exceed the foregoing standards, but in any event this suspension period shall end when a Change in Control occurs; and (ii) no later than the end of the suspension period provided in the preceding clause (i) (whether because of failure to have a policy meeting the foregoing standards or because a Change of Control occurs), the Company shall procure a run-off directors’ and officers’ liability insurance policy meeting the foregoing standards and lasting for the remainder of the six-year period. (f) Notwithstanding the preceding Section 14(e) including the suspension provisions therein, if Indemnitee ceases to be an officer or a director of the Company in connection with a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance policy covering Indemnitee and meeting the foregoing standards in Section 14(e) and lasting for a six-year period upon the Indemnitee’s ceasing to be an officer or a director of the Company in such circumstances.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s 's performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s 's directors and officers. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee Indmnitee is covered by such insurance maintained by a subsidiary or parent of the Company. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors director or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings Proceeding that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of the Company. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee. (d) The Company shall maintain the policies of insurance verified in (a) through (c) above during the time the Indemnitee has Corporate Status and for six (6) years following the Indemnitee no longer having Corporate Status.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee Indmnitee is covered by such insurance maintained by a subsidiary or parent of the Company under which the Indemnitee is named as an insured and is provided rights and benefits that are no less favorable than the rights and benefits accorded to the most favorably insured of the Company’s directors and officers insured under any policy of insurance maintained by the Company. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings Proceeding that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or fines, damages and amounts paid in settlement without the prior written consent of the Indemnitee.

Officer and Director Liability Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, subject to Section 6(b), the Company shall use all commercially reasonable efforts to obtain and maintain in full force and effect during directors’ and officers’ liability insurance (“D&O Insurance”), in reasonable amounts as the entire period for which Board shall determine from established and reputable insurers with an AM Best rating of X.XX or better, but no less than the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers amounts in effect upon initial procurement of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this AgreementD&O Insurance. In all such insurance policiespolicies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. insured. (b) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance D&O Insurance if the Company Board determines in good faith that the premium costs for such insurance are (i) disproportionate to the amount of coverage provided after giving effect to exclusions, and (ii) substantially more burdensome to the Company than the premiums charged to the Company for its initial D&O Insurance; provided that Indemnitee is covered by given written notice of any such insurance maintained by a subsidiary or parent determination within thirty (30) days of the Company. date that it is made (bbut in no event shall such notice be given less than ten (10) To days prior to the extent termination of any existing D&O Insurance); provided, further, that the Company maintains an will be required to obtain and maintain “tail” insurance policy policies covering Indemnitee for any act or policies providing liability insurance omission taken prior to the termination of the D&O Insurance. For the avoidance of doubt, the Company shall still be ​ ​ obligated to provide indemnification for directors or officers and/or make any advancement of Expenses with respect to the Expenses of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms Proceeding pursuant to the maximum extent terms of this Agreement, regardless of whether the coverage available for the most favorably insured director or officer under such policy or policiesCompany maintains D&O Insurance covering Indemnitee. (c) In Indemnitee shall be covered by the event D&O Insurance policies that the Company is required to maintain hereunder in such a named manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured under any policy of the Company’s directors, if Indemnitee is a director; or policies of insurance referenced in either Section 14(a) or (b) abovethe Company’s officers, if Indemnitee is not a director of the Company hereby covenants and agrees that it will not settle any claims but is an officer; or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the IndemniteeCompany’s key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one a policy or more policies of insurance with reputable insurance companies carriers to provide the officers and directors and officers of the Company with coverage for losses from caused by wrongful acts and omissions and acts, or to ensure the Company’s performance of ability to perform its indemnification obligations under this Agreement. Among the applicable considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all such insurance policiespolicies of director and officer liability insurance, Indemnitee, so long as he or she is a director or officer of the Indemnitee Company, shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer. The Company shall for a period of four years following Indemnitee’s termination as director or officer, as the case may be, insure the Indemnitee in such manner as to provide Indemnitee substantially the same rights and officers. benefits as were accorded to Indemnitee immediately prior to his or her termination as director or officer of the Company, as the case may be. (b) Notwithstanding the foregoingforegoing paragraph (a), the Company shall have no obligation to obtain or maintain such director and officer liability insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, if the costs of obtaining or maintaining such coverage is too great in the opinion of the Board of Directors, or if Indemnitee is covered by such insurance maintained by a subsidiary or parent of the Companysimilar insurance. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of the Company under which the Indemnitee is named as an insured and is provided rights and benefits that are no less favorable than the rights and benefits accorded to the most favorably insured of the Company’s directors and officers insured under any policy of insurance maintained by the Company. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings Proceeding that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or fines, damages and amounts paid in settlement without the prior written consent of the Indemnitee.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s current or former directors and officers. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of the Company. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the CompanyAnother Enterprise, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a15(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims under such policy or Proceedings policies with the relevant insurance company or companies in respect of any Proceeding that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one a policy or more policies of insurance with reputable insurance companies to provide providing the officers and directors and officers of the Company with coverage for losses from wrongful acts and omissions and acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all such insurance policiespolicies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by such similar insurance maintained by a subsidiary or parent of the Company. Nothing in this section shall prevent the Company from procuring additional insurance coverage for Indemnitees as it deems reasonably necessary. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that of a Change in Control or the Company is a named insured under any policy Company’s becoming insolvent, including being placed into receivership or policies of insurance referenced in either Section 14(a) entering the federal bankruptcy process or (b) abovethe like, the Company hereby covenants shall maintain in force any and agrees that it will not settle any claims all insurance policies then maintained by the Company in providing insurance — directors’ and officers’ liability, fiduciary, employment practices or Proceedings that may be covered by such policy or policies otherwise — in respect of insurance and in which the Indemnitee has or may incur ExpensesIndemnitee, judgments, penalties, fines or amounts paid in settlement without the prior written consent for a period of the Indemniteesix years thereafter.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s 's performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s 's directors and officers. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of the Company. (b) . To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) . In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain a policy greater in value than the Company's current Director and Officer Liability Insurance Policy with Great American Insurance Company, Policy # DOL5593151 (the "Current D&O Policy"), or to maintain in effect during the entire period for which Current D&O Policy providing the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers and directors and officers of the Company with coverage for losses from wrongful acts and omissions and acts, or to ensure the Company’s 's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining or maintaining such insurance coverage against the protection afforded by such coverage. In all such insurance policiespolicies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and 's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by such similar insurance maintained by a subsidiary or parent of the Company. (b) To the extent that the . The Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the agrees to provide Indemnitee serves at the request with a copy of the CompanyCurrent D&O Policy, and to notify Indemnitee, or to cause the Indemnitee shall be named as an insured under and shall be covered by such policy insurance company to notify Indemnitee, of cancellation of or policies in accordance with its or their terms changes to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policiesCurrent D&O Policy. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee.

Officer and Director Liability Insurance. (a) The Company hereby covenants and agrees that so long as the Indemnitee shall use all commercially reasonable efforts continue to serve as an agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible action, suit or proceeding by reason of the fact that Indemnitee was an agent of the Company (but in no event longer than six years after the Indemnitee shall cease to serve as an agent of the Company), the Company, subject to Section 9(a) and 9(b), shall promptly obtain and maintain in full force and effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreementdirectors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers, one or as more policies fully described below, in a minimum amount of insurance with reputable insurance companies to provide the directors and officers at least (i) $2 million of coverage as of the Company with coverage for losses from wrongful acts and omissions and to ensure initial sale of the Company’s performance Series D Preferred Stock and (ii) within 120 days after such initial sale, $5 million of its indemnification obligations under this Agreementcoverage or such lesser amount of coverage unanimously approved by the Board of Directors in accordance with Section 9(b) below. In all such insurance policiespolicies of D&O Insurance, the Indemnitee shall be named qualify as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and directors, if the Indemnitee is a director; or of the Company’s officers. , if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or a director but is a key employee. (b) Notwithstanding Section 9(a), prior to a Liquidation Transaction (as defined in the foregoingCompany’s Certificate of Incorporation), the Company shall have no obligation to obtain or maintain such insurance if the Company Board of Directors unanimously determines in good faith that (w) such insurance is not available on commercially reasonable terms, (x) the premium costs for such insurance are disproportionate to the amount of coverage provided, (y) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or (z) Indemnitee is covered by such similar insurance maintained by a parent or subsidiary or parent of the Company. ; provided that with respect to any unanimous determination by the Board of Directors with respect to subclauses (bw), (x) To the extent that and (y), the Company maintains an insurance policy or policies providing liability insurance for directors or officers shall obtain and maintain D&O Insurance in such amount and with such coverage as are unanimously determined by the Board of any other corporationDirectors to be available on commercially reasonable terms; and provided further however, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which if the Indemnitee serves served as a director of the Company but is no longer serving as a director of the Company at the request time of such unanimous determination by the Board of Directors with respect to subclauses (w), (x) and (y), the Company shall obtain and maintain D&O Insurance (or a tail policy therefor) for such Indemnitee in such amount and with such coverage no less favorable than the amount and coverage of the Company, D&O Insurance of the Company existing immediately prior to the time that such Indemnitee ceased to serve as a director so long as the Indemnitee shall be named as an insured under and shall be covered subject to any possible action, suit or proceeding by such policy or policies in accordance with its or their terms to the maximum extent reason of the coverage available for fact that Indemnitee was an agent of the most favorably insured Company (but in no event longer than six years after the Indemnitee ceased to serve as a director or officer under such policy or policiesof the Company). (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Notwithstanding Section 14(a) or (b) above9(a), the Company hereby covenants and agrees that it will not settle any claims shall have no obligation to obtain or Proceedings that may be covered by such policy or policies maintain D&O Insurance following a Liquidation Transaction (as defined in the Company’s Certificate of insurance and Incorporation) involving the Company in which a tail policy with minimum coverage of $5 million, at least six years duration and other terms no less favorable than the Indemnitee has terms of the D&O Insurance of the Company existing immediately prior to such Corporate Transaction is purchased and secured for pre-closing acts or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of omissions by the Indemnitee.

Officer and Director Liability Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, subject to Section 6(b), the Company shall use all commercially reasonable efforts to obtain and maintain in full force and effect during directors’ and officers’ liability insurance (“D&O Insurance”), in reasonable amounts as the entire period for which Board shall determine from established and reputable insurers with an AM Best rating of X.XX or better, but no less than the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers amounts in effect upon initial procurement of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this AgreementD&O Insurance. In all such insurance policiespolicies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. insured. (b) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance D&O Insurance if the Company Board determines in good faith that the premium costs for such insurance are (i) disproportionate to the amount of coverage provided after giving effect to exclusions, and (ii) substantially more burdensome to the Company than the premiums charged to the Company for its initial D&O Insurance; provided that Indemnitee is covered by given written notice of any such insurance maintained by a subsidiary or parent determination within thirty (30) days of the Company. date that it is made (bbut in no event shall such notice be given less than ten (10) To days prior to the extent termination of any existing D&O Insurance); provided, further, that the Company maintains an will be required to obtain and maintain “tail” insurance policy policies covering Indemnitee for any act or policies providing liability insurance omission taken prior to the termination of the D&O Insurance. For the avoidance of doubt, the Company shall still be obligated to provide indemnification for directors or officers and/or make any advancement of Expenses with respect to the Expenses of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms Proceeding pursuant to the maximum extent terms of this Agreement, regardless of whether the coverage available for the most favorably insured director or officer under such policy or policiesCompany maintains D&O Insurance covering Indemnitee. (c) In Indemnitee shall be covered by the event D&O Insurance policies that the Company is required to maintain hereunder in such a named manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured under any policy of the Company’s directors, if Indemnitee is a director; or policies of insurance referenced in either Section 14(a) or (b) abovethe Company’s officers, if Indemnitee is not a director of the Company hereby covenants and agrees that it will not settle any claims but is an officer; or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the IndemniteeCompany’s key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of the Company. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a13(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts Corporations shall, from time to time, make the good faith determination whether or not it is practicable for the Corporations to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one a policy or more policies of insurance with reputable insurance companies to provide providing the officers and directors and officers of the Company Corporations with coverage for losses from wrongful acts and omissions and acts, or to ensure the Company’s Corporations’ performance of its INDEMNIFICATION AGREEMENT (NAME) their indemnification obligations under this Agreement. In all Among other considerations, the Corporations will weigh the costs of obtaining such insurance policies, coverage against the Indemnitee shall be named as an insured in protection afforded by such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officerscoverage. Notwithstanding the foregoing, the Company The Corporations shall have no obligation to obtain or maintain such insurance if the Company determines Corporations determine in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or Indemnitee is covered by such similar insurance maintained by a parent or subsidiary or parent of the Company. Corporations. In the event of any payment by the Corporations under this Agreement, the Corporations shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporations to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporations shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. The Corporations shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (bincluding, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) To if and to the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has otherwise actually received such payment under this Agreement or may incur Expensesany insurance policy, judgmentscontract, penalties, fines agreement or amounts paid in settlement without the prior written consent of the Indemniteeotherwise.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that the Indemnitee is covered by such insurance maintained by a subsidiary or parent of the Company. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured under and shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for the most favorably insured director or officer under such policy or policies.. 8 HOU:3446384.1 (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee.

Officer and Director Liability Insurance. (a) The Company shall use all commercially reasonable efforts shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one a policy or more policies of insurance with reputable insurance companies to provide providing the officers and directors and officers of the Company with coverage for losses from wrongful acts and omissions and acts, or to ensure the Company’s 's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all such insurance policiespolicies of director and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and 's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, for the duration of Indemnitee's service as a director and/or officer of the Company and thereafter for as long as Indemnitee shall be subject to any pending or possible indemnification claim hereunder, the Company shall use commercially reasonable efforts to maintain in effect a policy or policies of director and officer liability insurance; provided, however, that the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by such similar insurance maintained by a subsidiary or parent of the Company. (b) To . In the extent that the Company maintains an insurance policy or policies providing liability insurance for directors or officers event of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee serves at the request a change in control of the Company, the Indemnitee Company shall be named as an insured under retain in force any then existing policy and shall be covered by such Director and Officer insurance (or obtain a new policy or policies in accordance with its or their terms to the maximum extent substantially similar coverage) for a period of the coverage available for the most favorably insured director or officer under such policy or policiessix years thereafter. (c) In the event that the Company is a named insured under any policy or policies of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee.