Common use of Officers’ and Directors’ Indemnification Clause in Contracts

Officers’ and Directors’ Indemnification. The Surviving Corporation agrees that all rights to indemnification existing in favor of, and all limitations on the personal liability of, the directors, officers, employees and agents of the Company and the Company Subsidiaries (collectively, the "Indemnified Parties") provided for in the Certificate of Incorporation or Bylaws as in effect as of the date hereof with respect to matters occurring prior to the Effective Time, and including the Merger and the other Transactions, shall continue in full force and effect for a period of not less than six (6) years from the Effective Time. Prior to the Effective Time, the Company shall purchase and fully pay for prior to the Effective Time an extended reporting period endorsement (a so called "tail policy") under the Company's existing directors' and officers' liability insurance coverage for the Company and the Company's directors and officers in a form acceptable to the Company and Parent which shall provide the Company and such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable on the whole to, the insured persons than the directors' and officers' liability insurance coverage presently maintained by the Company so long as the aggregate cost of the directors' and officers' liability insurance for such six (6) year period is less than $750,000 (the "Maximum Insurance Premium"); provided, however, that (i) the Company agrees to cooperate in good faith with Parent in order to obtain the lowest premium for the above-referenced coverage and (ii) in the event that the Maximum Insurance Premium is insufficient for the above-referenced coverage, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage and/or for such shorter period that may be obtained for the Maximum Insurance Premium; provided further, that, the Company shall be permitted to spend more than the Maximum Insurance Premium if, after using all reasonable best efforts, it determines that the Maximum Insurance Premium is insufficient to obtain the above-referenced coverage for a three (3) year period, in which case the Company shall use its reasonable best efforts to obtain such coverage for a three (3) year period for the lowest obtainable premium cost. This Section 7.9 is intended for the benefit of, and to grant third-party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation.

Officers’ and Directors’ Indemnification. The Surviving Corporation agrees (a) Parent and Purchaser agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of, and all limitations on the personal liability of, the directors, officers, employees and agents of the Company and the Company Subsidiaries current or former directors or officers (collectively, the "Indemnified Parties") of the Company and its subsidiaries as provided for in their respective articles of incorporation or by-laws (or similar organizational documents) or existing indemnification contracts in the Certificate form filed with the SEC shall survive the Offer, the Axiohm Exchange, the Acquisition of Incorporation or Bylaws as in effect as of the date hereof with respect to matters occurring prior to the Effective Time, Purchaser and including the Merger and the other Transactions, shall continue in full force and effect for a period of not less than in accordance with their terms. (b) For six (6) years from the Effective Time. Prior to the Effective Time, the Company shall purchase and fully pay for prior use all reasonable efforts to the Effective Time an extended reporting period endorsement (a so called "tail policy") under maintain in effect the Company's existing current directors' and officers' liability insurance coverage for the Company and covering those persons who are currently covered by the Company's directors and officers in a form acceptable to the Company and Parent which shall provide the Company and such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable on the whole to, the insured persons than the directors' and officers' liability insurance coverage presently maintained by the Company so long as the aggregate cost policy (a copy of the directors' and officers' liability insurance for such six (6) year period is less than $750,000 (the "Maximum Insurance Premium"which has been heretofore delivered to Parent); provided, however, that (i) in no event shall the Company agrees be required to cooperate expend in good faith with Parent any one year an amount in order to obtain excess of 150% of the lowest premium for the above-referenced coverage and (ii) in the event that the Maximum Insurance Premium is insufficient for the above-referenced coverage, annual premiums currently paid by the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage and/or for such shorter period that may be obtained for insurance which the Maximum Insurance PremiumCompany represents is not more than $145,350; provided and provided, further, thatthat if the annual premiums of such insurance coverage exceed such amount, the Company shall be permitted to spend more than the Maximum Insurance Premium if, after using all reasonable best efforts, it determines that the Maximum Insurance Premium is insufficient obligated to obtain a policy with the above-referenced greatest coverage available for a three cost not exceeding such amount. (3c) year period, in which case the Company shall use its reasonable best efforts to obtain such coverage for a three (3) year period for the lowest obtainable premium cost. This Section 7.9 6.9 shall survive the consummation of the Merger at the Effective Time, is intended for to benefit the benefit ofCompany, and to grant third-party rights toParent, the Surviving Corporation and the Indemnified Parties Parties, and shall be binding on all successors and assigns of Parent, the Company Parent and the Surviving Corporation. (d) The Surviving Corporation shall pay all expenses, including attorney's fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.9.

Officers’ and Directors’ Indemnification. The (a) From and after the Effective Time, Parent will and will cause the Surviving Corporation agrees that to, fulfill and honor in all respects all rights to indemnification existing in favor of, and all limitations on the personal liability of, the directors, officers, employees and agents of the Company and the Company Subsidiaries (collectively, the "Indemnified Parties") provided for in the Certificate Company Charter, the Company Bylaws and in any indemnification or other agreements of Incorporation or Bylaws as the Company in effect as of the date hereof with respect to matters occurring prior to the Effective Time, and including the Merger and the other Transactions, shall continue in full force and effect for a period of not less than six (6) years from the Effective Time. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of the Indemnified Parties. (b) Prior to the Effective Time, the Company shall purchase and fully pay for prior to the Effective Time an extended reporting period endorsement (a so called "tail policy") under the Company's existing directors' and officers' liability insurance coverage for the Company and the Company's directors and officers in a form acceptable to the Company and Parent which shall provide the Company and such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable on the whole to, the insured persons than the directors' and officers' liability insurance coverage presently maintained by the Company so long as the aggregate cost of the directors' and officers' liability insurance for such six (6) year period is less than $750,000 387,000 (the "Maximum Insurance Premium"); provided, however, that (i) the Company agrees to cooperate in good faith with Parent in order to obtain the lowest premium for the above-referenced coverage and (ii) in coverage. In the event that the Maximum Insurance Premium is insufficient for the above-referenced coverage, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage and/or for such shorter period that may be obtained for the Maximum Insurance Premium; provided further. (c) If Parent or any of its successors or assigns consolidates with or mergers into any other entity and is not the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its assets to any other entity, thatthen and in each case, the Company shall Parent will cause proper provision to be permitted to spend more than the Maximum Insurance Premium if, after using all reasonable best efforts, it determines made so that the Maximum Insurance Premium is insufficient to obtain the above-referenced coverage for a three (3) year period, in which case the Company shall use its reasonable best efforts to obtain such coverage for a three (3) year period for the lowest obtainable premium cost. This Section 7.9 is intended for the benefit of, and to grant third-party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, Parent will assume the Company and the Surviving Corporationobligations set forth in this Section 6.10.

Officers’ and Directors’ Indemnification. (a) The Parent and the Surviving Corporation agrees agree that all rights the Surviving Corporation shall provide to indemnification existing in favor of, the directors and all limitations on the personal liability of, the directors, officers, employees and agents officers of the Company and indemnification to the Company Subsidiaries (collectively, fullest extent provided by the "Indemnified Parties") provided for in the Company’s Certificate of Incorporation or and Bylaws as in effect as of the date hereof with respect to matters occurring prior to the Effective Time, and including without limitation the Merger authorization of this Agreement and the other Transactionstransactions contemplated hereby until the six year anniversary date of the Effective Time (or, shall continue in full force and effect for a period case of matters occurring prior to the Effective Time giving rise to claims that are made prior to but which have not less than six been resolved by the sixth (66th) years from anniversary of the Effective Time. , until such matters are finally resolved). (b) Prior to the Effective Time, the Company shall purchase the six (6) year extended reporting period endorsement under the Company’s existing directors’ and fully pay for officers’ liability insurance policy, which endorsement provides six years of coverage with respect to claims arising from facts or events that occurred at or prior to the Effective Time an extended reporting period endorsement (a so called "tail policy") under the Company's existing directors' and officers' liability insurance coverage for the Company and the Company's directors and officers in a form acceptable to the Company and Parent which shall provide the Company and those persons who are currently covered by such directors and officers with coverage for six (6) years following the Effective Time of not policy on terms no less favorable than the existing coverage under, and have other terms not materially less favorable on the whole to, the insured persons than the directors' and officers' liability insurance coverage presently maintained by the Company so long as the aggregate cost of the directors' and officers' liability insurance for such six (6) year period is less than $750,000 (the "Maximum Insurance Premium")policy; provided, however, that the aggregate cost of the endorsement may not exceed $200,000 without the Parent’s prior written consent. (ic) In addition to the Company agrees other rights provided for in this Section 5.12 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by this Section 5.12), after the Effective Time the Parent shall guarantee the obligations of the Surviving Corporation to cooperate in good faith with Parent in order to obtain honor all indemnification obligations under the lowest premium for the above-referenced coverage and (ii) in the event that the Maximum Insurance Premium is insufficient for the above-referenced coverageCompany’s Certificate of Incorporation, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage and/or for such shorter period that may be obtained for the Maximum Insurance Premium; provided further, that, the Company shall be permitted to spend more than the Maximum Insurance Premium if, after using all reasonable best efforts, it determines that the Maximum Insurance Premium is insufficient to obtain the above-referenced coverage for a three (3) year period, in which case the Company shall use its reasonable best efforts to obtain such coverage for a three (3) year period for the lowest obtainable premium cost. This Section 7.9 is intended for the benefit of, Company’s Bylaws and to grant third-party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, any indemnification agreements between the Company and any person (all copies of which have been previously provided or made available to the Surviving CorporationParent) as same exist, if at all, as of the date hereof.

Officers’ and Directors’ Indemnification. The Surviving Corporation agrees (a) Each of Parent and the Subs agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, the directorseach present and former director, officersofficer, employees employee, fiduciary and agents agent of the Company and the Company Subsidiaries (collectivelyeach, the "Indemnified Parties"a “Company Indemnitee”) provided for in the Certificate of Incorporation or Bylaws as in effect as of the date hereof with respect to matters occurring prior to the Effective Time, and including the Merger and the other Transactions, Charter Documents shall continue in full force and effect for a period of not less than six (6) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Effective Time, Parent and the Final Surviving Entity also agree to indemnify and hold harmless the present and former officers and directors of the Company and the Company Subsidiaries in respect of acts or omissions occurring prior to the Effective Time to the extent provided in any written indemnification agreements between the Company and/or one or more Company Subsidiaries and such officers and directors. (b) Prior to the Effective Time, the Company shall purchase and fully pay for prior to the Effective Time an extended reporting period endorsement (a so called "tail policy") under the Company's ’s existing directors' ’ and officers' ’ liability insurance coverage for the Company and the Company's ’s directors and officers in a form acceptable to the Company and Parent which that shall provide the Company and such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable on the whole to, the insured persons than the directors' ’ and officers' ’ liability insurance coverage presently maintained by the Company so long as the aggregate cost of the directors' and officers' liability insurance for such six (6) year period is less than $750,000 (the "Maximum Insurance Premium"“D&O Tail Policy”); provided. Parent shall, howeverand shall cause the Final Surviving Entity to, maintain such policy in full force and effect, and continue to honor the obligations thereunder. (c) The obligations under this Section 4.6 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 4.6 applies without the consent of such affected Company Indemnitee (it being expressly agreed that (i) the Company agrees Indemnitees to cooperate in good faith with Parent in order to obtain the lowest premium for the above-referenced coverage and (ii) in the event that the Maximum Insurance Premium is insufficient for the above-referenced coverage, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage and/or for such shorter period that may be obtained for the Maximum Insurance Premium; provided further, that, the Company whom this Section 4.6 applies shall be permitted to spend more than the Maximum Insurance Premium if, after using all reasonable best efforts, it determines that the Maximum Insurance Premium is insufficient to obtain the above-referenced coverage for a three (3) year period, in which case the Company shall use its reasonable best efforts to obtain such coverage for a three (3) year period for the lowest obtainable premium cost. This third party beneficiaries of this Section 7.9 is intended for the benefit of, and to grant third-party rights to, the Indemnified Parties 4.6 and shall be binding on all successors and assigns of Parent, entitled to enforce the Company and the Surviving Corporationcovenants contained herein).

Officers’ and Directors’ Indemnification. The (a) Stryker will cause the Surviving Corporation agrees that all rights to keep in effect in each of its Articles and Bylaws provisions providing for exculpation and indemnification existing in favor of, of the respective officers and all limitations on the personal liability of, the directors, officers, employees and agents directors of the Company to the fullest extent permitted under Colorado law. (b) For a period of six years after the Effective Time, Stryker shall cause to be maintained in effect the current officers' and directors' liability insurance maintained by the Company Subsidiaries (collectively, the "Indemnified Parties") provided for in the Certificate of Incorporation or Bylaws as in effect as of the date hereof with respect to matters its officers and directors covering acts or omissions occurring prior to the Effective Time; provided that Stryker may substitute therefor policies of at least the same coverage and amounts that contain terms and conditions that are no less advantageous to the officers and directors of the Company than such existing insurance and provided, further, that if the existing coverage cannot be maintained or equivalent coverage cannot be obtained or can be obtained only by paying an annual premium in excess of $35,000, Stryker shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to $35,000. (c) In the event Stryker or any of its successors or assigns (i) consolidates with or merges into any other person and will not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and including the Merger and the other Transactionsin each such case, shall continue in full force and effect for a period of not less than six (6) years from the Effective Time. Prior to the Effective Timeextent necessary to effectuate the purposes of this Section 6.3, proper provision will be made so that the successors and assigns of Stryker assume the obligations set forth in this Section 6.3 and none of the actions described in clauses (i) or (ii) will be taken until such provision is made. (d) Any person seeking indemnification under this Section 6.3 shall be entitled to such indemnification only if such person notifies Stryker promptly after such person becomes aware of any claim, action, suit or proceeding in respect of which such person is making a claim hereunder and cooperate in the defense thereof. Absent a conflict of interest under standards of professional conduct, Stryker is entitled to select counsel to represent the indemnitee, which selection must be approved by the indemnitee, such approval not to be unreasonably withheld. So long as the proceeding (or settlement) involves only the payment of money by Stryker, Stryker is entitled to control the conduct of the proceeding. (e) Present and former officers and directors of the Company shall purchase are intended third-party beneficiaries of the provisions set forth in this Section 6.3 and fully pay for will be entitled to enforce such provisions against Stryker and Merger Sub and their successors and assigns. (f) Notwithstanding the foregoing, no person who is or was an officer or director of the Company prior to the Effective Time an extended reporting period endorsement shall be entitled to the benefit of the provisions set forth in subsections (a), (c) and (d) of this Section 6.3 with respect to any loss, claim, damage or expense incurred in connection with a so called "tail policy") under matter as to which such person had knowledge that should have been, but was not, set forth in the Company's existing directors' and officers' liability insurance coverage for the Company Disclosure Letter and the Company's directors Articles and officers in a form acceptable to the Company and Parent which shall provide the Company and such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable on the whole to, the insured persons than the directors' and officers' liability insurance coverage presently maintained by the Company so long as the aggregate cost of the directors' and officers' liability insurance for such six (6) year period is less than $750,000 (the "Maximum Insurance Premium"); provided, however, that (i) the Company agrees to cooperate in good faith with Parent in order to obtain the lowest premium for the above-referenced coverage and (ii) in the event that the Maximum Insurance Premium is insufficient for the above-referenced coverage, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage and/or for such shorter period that Regulations may be obtained for the Maximum Insurance Premium; provided further, that, the Company shall be permitted amended to spend more than the Maximum Insurance Premium if, after using all reasonable best efforts, it determines that the Maximum Insurance Premium is insufficient to obtain the above-referenced coverage for a three (3) year period, in which case the Company shall use its reasonable best efforts to obtain such coverage for a three (3) year period for the lowest obtainable premium cost. This Section 7.9 is intended for the benefit of, and to grant third-party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporationso provide.

Officers’ and Directors’ Indemnification. The (a) Subject to Section 8.2(i), from and after the Effective Time, the Surviving Corporation agrees that all rights to indemnification existing in favor ofshall, and all limitations on Buyer shall cause the personal liability ofSurviving Corporation to, indemnify and hold harmless the directors, officers, employees present and agents former officers and directors of the Company and the Company Subsidiaries (collectively, the "Indemnified Parties") provided for in the Certificate respect of Incorporation acts or Bylaws as in effect as of the date hereof with respect to matters omissions occurring prior to the Effective TimeTime to the extent provided in, and in accordance with (including subject to any limitations contained therein), the Merger articles of incorporation and the by-laws of the Company as in effect on the date hereof. The indemnification provided in this Section 9.9 shall apply only to each individual in his or her capacity as an officer or director of the Company, and not in any other Transactions, shall continue in full force and effect for a period capacity. (b) As of not less than six (6) years from the Effective Time. Prior to the Effective Time, the Company Buyer shall purchase and fully pay for prior or cause the Surviving Corporation to the Effective Time an extended reporting period endorsement (a so called "tail policy") under the Company's existing purchase directors' and officers' liability insurance coverage for the Company and the Company's directors and 58 officers in a form acceptable to currently covered by the Company Company's existing director's and Parent which officer's liability insurance policy that shall provide the Company and such directors and officers with “tail” coverage for six (6) two years following the Effective Time of not less than the existing coverage under, on the date hereof and have other terms not materially less favorable on the whole to, the insured persons Persons than the directors' and officers' liability insurance coverage presently maintained by the Company so long as to the aggregate cost of the directors' and officers' extent such liability insurance for such six (6) year period is less can be maintained at a cost to Buyer not greater than $750,000 (the "Maximum Insurance Premium")28,000; provided, however, that if such insurance cannot be maintained or obtained at such cost, Buyer shall cause the Surviving Corporation to maintain or obtain the maximum amount of insurance coverage that can be maintained or obtained at a cost equal to $28,000. (ic) The parties hereto agree that any Person that is now, or has been at any time prior to the date hereof, or that becomes prior to the Effective Time, a director or officer of the Company agrees to cooperate in good faith with Parent in order to obtain the lowest premium for the above-referenced coverage and (ii) in the event that the Maximum Insurance Premium is insufficient for the above-referenced coveragewhom this Section 9.9 applies, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage and/or for such shorter period that may be obtained for the Maximum Insurance Premium; provided further, that, the Company shall be permitted to spend more than the Maximum Insurance Premium if, after using all reasonable best efforts, it determines that the Maximum Insurance Premium is insufficient to obtain the above-referenced coverage for a three (3) year period, in which case the Company shall use its reasonable best efforts to obtain such coverage for a three (3) year period for the lowest obtainable premium cost. This third party beneficiary of this Section 7.9 is intended for the benefit of, and to grant third-party rights to, the Indemnified Parties 9.9 and shall be binding on all successors and assigns of Parent, entitled to enforce the Company and the Surviving Corporation.covenants contained herein. ARTICLE X MISCELLANEOUS 10.1

Officers’ and Directors’ Indemnification. The Surviving Corporation agrees (a) Subject to applicable Laws, Parent and Merger Subs agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, the directorseach present and former director, officersofficer, employees employee, fiduciary and agents agent of any of the Company Selling Companies and their Subsidiaries on or prior to the Company Subsidiaries (collectively, the "Indemnified Parties") First Effective Time provided for in the Certificate respective charters or by-laws of Incorporation the Selling Companies and their Subsidiaries or Bylaws as otherwise in effect as of the date hereof with respect to matters occurring prior to the Effective Time, and including the Merger and the other Transactions, shall continue in full force and effect in all material respects for a period of not less than six (6) years from the Fourth Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. Notwithstanding the foregoing, no right to indemnification or exculpation shall exist with respect to any liabilities of a stockholder of any of the Selling Companies in their capacity as a stockholder regarding any claim related to or in connection with any breach of the representations and warranties contained in Article V hereof, in the Selling Companies Disclosure Schedule or in the Ancillary Agreements. (b) Prior to the First Effective Time, the Company Selling Companies shall purchase and fully pay for prior to the Effective Time an extended reporting period endorsement (a so called "tail policy") under each of the Company's Selling Companies’ existing directors' ’ and officers' ’ liability insurance coverage for the Company and the Company's Selling Companies’ directors and officers immediately prior to the First Effective Time in a form and in coverage amounts acceptable to the Company and Parent which Selling Companies that shall provide the Company and such directors and officers with coverage for six (6) years following the Fourth Effective Time of not less than the existing coverage underTime. Parent shall, and have other terms not materially less favorable on shall cause the whole Surviving Companies to, the insured persons than the directors' maintain such policy in full force and officers' liability insurance coverage presently maintained by the Company so long as the aggregate cost of the directors' and officers' liability insurance for such six (6) year period is less than $750,000 (the "Maximum Insurance Premium"); provided, however, that (i) the Company agrees to cooperate in good faith with Parent in order to obtain the lowest premium for the above-referenced coverage and (ii) in the event that the Maximum Insurance Premium is insufficient for the above-referenced coverage, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage and/or for such shorter period that may be obtained for the Maximum Insurance Premium; provided further, that, the Company shall be permitted to spend more than the Maximum Insurance Premium if, after using all reasonable best efforts, it determines that the Maximum Insurance Premium is insufficient to obtain the above-referenced coverage for a three (3) year period, in which case the Company shall use its reasonable best efforts to obtain such coverage for a three (3) year period for the lowest obtainable premium cost. This Section 7.9 is intended for the benefit ofeffect, and continue to grant third-party rights to, honor the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporationobligations thereunder.

Officers’ and Directors’ Indemnification. The (a) Subject to Section 8.2(i), from and after the Effective Time, the Surviving Corporation agrees that all rights to indemnification existing in favor ofshall, and all limitations on Buyer shall cause the personal liability ofSurviving Corporation to, indemnify and hold harmless the directors, officers, employees present and agents former officers and directors of the Company and the Company Subsidiaries (collectively, the "Indemnified Parties") provided for in the Certificate respect of Incorporation acts or Bylaws as in effect as of the date hereof with respect to matters omissions occurring prior to the Effective TimeTime to the extent provided in, and in accordance with (including subject to any limitations contained therein), the Merger articles of incorporation and the by-laws of the Company as in effect on the date hereof. The indemnification provided in this Section 9.9 shall apply only to each individual in his or her capacity as an officer or director of the Company, and not in any other Transactions, shall continue in full force and effect for a period capacity. (b) As of not less than six (6) years from the Effective Time. Prior to the Effective Time, the Company Buyer shall purchase and fully pay for prior or cause the Surviving Corporation to the Effective Time an extended reporting period endorsement (a so called "tail policy") under the Company's existing purchase directors' ’ and officers' ’ liability insurance coverage for the Company and the Company's ’s directors and officers in a form acceptable to currently covered by the Company Company’s existing director’s and Parent which officer’s liability insurance policy that shall provide the Company and such directors and officers with “tail” coverage for six (6) two years following the Effective Time of not less than the existing coverage under, on the date hereof and have other terms not materially less favorable on the whole to, the insured persons Persons than the directors' ’ and officers' ’ liability insurance coverage presently maintained by the Company so long as to the aggregate cost of the directors' and officers' extent such liability insurance for such six (6) year period is less can be maintained at a cost to Buyer not greater than $750,000 (the "Maximum Insurance Premium")28,000; provided, however, that if such insurance cannot be maintained or obtained at such cost, Buyer shall cause the Surviving Corporation to maintain or obtain the maximum amount of insurance coverage that can be maintained or obtained at a cost equal to $28,000. (ic) The parties hereto agree that any Person that is now, or has been at any time prior to the date hereof, or that becomes prior to the Effective Time, a director or officer of the Company agrees to cooperate in good faith with Parent in order to obtain the lowest premium for the above-referenced coverage and (ii) in the event that the Maximum Insurance Premium is insufficient for the above-referenced coveragewhom this Section 9.9 applies, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage and/or for such shorter period that may be obtained for the Maximum Insurance Premium; provided further, that, the Company shall be permitted to spend more than the Maximum Insurance Premium if, after using all reasonable best efforts, it determines that the Maximum Insurance Premium is insufficient to obtain the above-referenced coverage for a three (3) year period, in which case the Company shall use its reasonable best efforts to obtain such coverage for a three (3) year period for the lowest obtainable premium cost. This third party beneficiary of this Section 7.9 is intended for the benefit of, and to grant third-party rights to, the Indemnified Parties 9.9 and shall be binding on all successors and assigns of Parent, entitled to enforce the Company and the Surviving Corporationcovenants contained herein.

Officers’ and Directors’ Indemnification. The Surviving Corporation agrees that all (a) All rights to indemnification by the Company existing in favor of, and all limitations on the personal liability of, the directors, officers, employees and agents of the Company D&O Indemnified Parties for their acts and omissions occurring prior to the Company Subsidiaries (collectivelyEffective Time, the "Indemnified Parties") as provided for in the Certificate of Incorporation or Bylaws and the Company’s bylaws (as in effect as of the date hereof with respect of this Agreement) and as provided in the indemnification agreements between the Company and such D&O Indemnified Parties (as in effect as of the date of this Agreement) in the forms made available by the Company to matters occurring Parent prior to the Effective Timedate of this Agreement, shall survive the Merger, shall not be amended and shall be observed by the Surviving Corporation to the fullest extent available under applicable Law, and including the Merger any claim made requesting indemnification pursuant to such indemnification rights shall continue to be subject to this Section 8.6(a) and the other Transactions, shall continue in full force and effect for a period indemnification rights provided under this Section 8.6(a) until disposition of not less than six such claim. (6b) years from the Effective Time. Prior At or prior to the Effective Time, the Company shall purchase and fully pay for prior to purchase, at the Effective Time Company’s expense (as a Company Transaction Expense), an extended reporting period endorsement (a so called "tail policy") under the Company's ’s existing directors' ’ and officers' ’ liability insurance coverage for the Company and the Company's ’s directors and officers in a form reasonably acceptable to the Company and Parent which Buyer that shall provide the Company and such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable on the whole to, the insured persons than the directors' ’ and officers' ’ liability insurance coverage presently maintained by the Company so long Company. Buyer shall cause the Surviving Corporation to use commercially reasonable efforts to maintain such policy in full force and effect and to seek recovery for any claims covered by such policy. (c) The obligations under this Section 8.6 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party to whom this Section 8.6 applies without the aggregate cost consent of such D&O Indemnified Party (it being expressly agreed that the directors' D&O Indemnified Parties to whom this Section 8.6 applies shall be third party beneficiaries of this Section 8.6 and officers' liability insurance for such six shall be entitled to enforce the covenants contained herein). (6d) year period is less than $750,000 In the event Buyer or the Surviving Corporation or any of their respective successors or assigns, subject to the limitations set forth in this Agreement (the "Maximum Insurance Premium"); provided, however, that including Section 13.3 and Exhibit A) (i) consolidates with or merges into any other Person and shall not be the Company agrees to cooperate in good faith with Parent in order to obtain the lowest premium for the above-referenced coverage and continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the event extent necessary proper provision shall be made so that the Maximum Insurance Premium is insufficient for the above-referenced coverage, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage and/or for such shorter period that may be obtained for the Maximum Insurance Premium; provided further, that, the Company shall be permitted to spend more than the Maximum Insurance Premium if, after using all reasonable best efforts, it determines that the Maximum Insurance Premium is insufficient to obtain the above-referenced coverage for a three (3) year period, in which case the Company shall use its reasonable best efforts to obtain such coverage for a three (3) year period for the lowest obtainable premium cost. This Section 7.9 is intended for the benefit of, and to grant third-party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and Buyer or the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 8.6.

Officers’ and Directors’ Indemnification. The (a) Subject to Section 8.2(i), from and after the Effective Time, the Surviving Corporation agrees that all rights to indemnification existing in favor ofshall, and all limitations on Buyer shall cause the personal liability ofSurviving Corporation to, indemnify and hold harmless the directors, officers, employees present and agents former officers and directors of the Company and the Company Subsidiaries (collectively, the "Indemnified Parties") provided for in the Certificate respect of Incorporation acts or Bylaws as in effect as of the date hereof with respect to matters omissions occurring prior to the Effective TimeTime to the extent provided in, and in accordance with (including subject to any limitations contained therein), the Merger articles of incorporation and the by-laws of the Company as in effect on the date hereof. The indemnification provided in this Section 9.9 shall apply only to each individual in his or her capacity as an officer or director of the Company, and not in any other Transactions, shall continue in full force and effect for a period capacity. (b) As of not less than six (6) years from the Effective Time. Prior to the Effective Time, the Company Buyer shall purchase and fully pay for prior or cause the Surviving Corporation to the Effective Time an extended reporting period endorsement (a so called "tail policy") under the Company's existing purchase directors' and officers' liability insurance coverage for the Company and the Company's directors and officers in a form acceptable to currently covered by the Company Company's existing director's and Parent which officer's liability insurance policy that shall provide the Company and such directors and officers with “tail” coverage for six (6) two years following the Effective Time of not less than the existing coverage under, on the date hereof and have other terms not materially less favorable on the whole to, the insured persons Persons than the directors' and officers' liability insurance coverage presently maintained by the Company so long as to the aggregate cost of the directors' and officers' extent such liability insurance for such six (6) year period is less can be maintained at a cost to Buyer not greater than $750,000 (the "Maximum Insurance Premium")28,000; provided, however, that if such insurance cannot be maintained or obtained at such cost, Buyer shall cause the Surviving Corporation to maintain or obtain the maximum amount of insurance coverage that can be maintained or obtained at a cost equal to $28,000. (ic) The parties hereto agree that any Person that is now, or has been at any time prior to the date hereof, or that becomes prior to the Effective Time, a director or officer of the Company agrees to cooperate in good faith with Parent in order to obtain the lowest premium for the above-referenced coverage and (ii) in the event that the Maximum Insurance Premium is insufficient for the above-referenced coveragewhom this Section 9.9 applies, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage and/or for such shorter period that may be obtained for the Maximum Insurance Premium; provided further, that, the Company shall be permitted to spend more than the Maximum Insurance Premium if, after using all reasonable best efforts, it determines that the Maximum Insurance Premium is insufficient to obtain the above-referenced coverage for a three (3) year period, in which case the Company shall use its reasonable best efforts to obtain such coverage for a three (3) year period for the lowest obtainable premium cost. This third party beneficiary of this Section 7.9 is intended for the benefit of, and to grant third-party rights to, the Indemnified Parties 9.9 and shall be binding on all successors and assigns of Parent, entitled to enforce the Company and the Surviving Corporationcovenants contained herein.

Officers’ and Directors’ Indemnification. 8.1.1. The Company and Xxxxxx agree, and Buyer shall cause the Surviving Corporation agrees to agree that all rights to indemnification and advancement of expenses by the Company now existing in favor of, of each present and all limitations on the personal liability of, the directors, officers, employees former director and agents officer of the Company and each fiduciary under the Company Subsidiaries Company's ESOP and other Benefit Plans (collectivelyacting in their capacities as directors and/or officers of the Company, and/or as such fiduciaries, the "Indemnified Parties") as provided for in the Company's Certificate of Incorporation or Bylaws Bylaws, the ESOP and other Benefit Plans as in effect as of on the date hereof with respect to matters occurring at or prior to the Effective Time, shall, upon consummation of the Merger, continue in full force and including effect at all times prior to the Effective Time and shall survive the Merger and the other Transactions, shall continue in full force and effect for a period until the earlier of not less than (A) their current expiration date and (B) the date which is six (6) years from the Effective Time; provided, however, in the event any claim or claims are asserted or threatened within such period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. 8.1.2. Prior Any Indemnified Party wishing to claim indemnification under this Section 8.1, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Corporation thereof, but the failure to so notify shall not relieve the Surviving Corporation of any liability it may have to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Surviving Corporation shall have the right to assume the defense thereof and 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 Surviving Corporation fails to assume such defense or counsel for the Surviving Corporation advises that there are issues which raise conflicts of interest between the Surviving Corporation, on the one hand, and the Indemnified Parties, on the other hand, the Company Indemnified Parties may retain counsel satisfactory to them, and the Surviving Corporation and shall purchase pay all reasonable fees and fully pay for prior to the Effective Time an extended reporting period endorsement (a so called "tail policy") under the Company's existing directors' and officers' liability insurance coverage expenses of one such counsel for the Company and the Company's directors and officers in a form acceptable to the Company and Parent which shall provide the Company and such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable on the whole to, the insured persons than the directors' and officers' liability insurance coverage presently maintained by the Company so long Indemnified Parties promptly as the aggregate cost of the directors' and officers' liability insurance for such six (6) year period is less than $750,000 (the "Maximum Insurance Premium")statements therefor are received; provided, however, that the Surviving Corporation shall be obligated pursuant to this paragraph (ib) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction unless the Company agrees to cooperate in good faith with Parent in order to obtain the lowest premium for the above-referenced coverage and (ii) in the event that the Maximum Insurance Premium is insufficient for the above-referenced coverage, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage and/or use of one counsel for such shorter period that may be obtained for the Maximum Insurance Premium; provided further, that, the Company shall be permitted to spend more than the Maximum Insurance Premium if, after using all reasonable best efforts, it determines that the Maximum Insurance Premium is insufficient to obtain the above-referenced coverage for Indemnified Parties would present such counsel with a three (3) year periodconflict of interest, in which case Purchaser need only pay for separate counsel to the Company shall use its reasonable best efforts extent necessary to obtain resolve such coverage for a three conflict, (3ii) year period for the lowest obtainable premium cost. This Section 7.9 is intended for the benefit of, and to grant third-party rights to, the Indemnified Parties will cooperate in the defense of any such matter and (iii) the Surviving Corporation shall not be liable for any settlement effectuated without its prior written consent. 8.1.3. Notwithstanding anything contained in paragraph (b) of this Section 8.1, the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party (w) if the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law (provided, however, that if such indemnification is limited by any law, such indemnification obligation shall continue to the maximum extent permitted under such laws, or (x) the conduct of the Indemnified Party relating to the matter for which indemnification is sought involved bad faith or willful misconduct, or (y) with respect to actions taken by any such Indemnified Party in its individual capacity rather than in his capacity as an officer, director or fiduciary including, without limitations, with respect to any matters relating, directly or indirectly to the purchase, sale or trading of securities issued by the Company, or (z) if such Indemnified Party shall have breached its obligation to cooperate with the Surviving Corporation in the defense of any claim in respect of which indemnification is sought. Each Indemnified Party's entitlement to the indemnification provisions contained in this Section 8.1 shall be binding contingent on all successors such Indemnified Party acknowledging and assigns agreeing in writing to cooperate in the defense of Parent, the Company and any such claims in respect of which indemnification is sought from the Surviving Corporation.