Common use of Director and Officer Indemnification Clause in Contracts

Director and Officer Indemnification. (a) From and after the Effective Time, Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation of each former and present director or officer of the Company or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding or investigation with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or is or was serving at the request or for the benefit of the Company or any of its Subsidiaries as a director, officer, member, trustee or fiduciary of another Person, whether asserted or claimed prior to, at or after the Effective Time as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement to which the Company or any of its Subsidiaries is a party, shall be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, to the fullest extent permitted under applicable Law, shall cause the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately prior the Effective Time was a Company Indemnified Party; provided, however, all rights to indemnification in respect of any actual or threatened Proceeding made within such period shall continue until the disposition of such Proceeding or resolution of such Proceeding.

Director and Officer Indemnification. (a) From and after For a period of six years following the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify and Merger Sub agree that hold harmless, reimburse, exculpate from liability, and advance expenses to all rights present and former officers and directors of any Acquired Company (the “Company Indemnified Parties”) to the same extent and on the same terms as such persons are entitled to indemnification, reimbursement, exculpation or expense advancement of expenses and exculpation of each former and present director or officer by any Acquired Company as of the Company date of this Agreement pursuant to the Company’s Charter Documents and individual indemnification agreements listed on the Disclosure Schedule for acts or any of its Subsidiaries and each person who served as a director, officer, member, trustee omissions or fiduciary of another corporation, partnership, joint venture, trust, pension matters which occurred or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding or investigation with respect to matters existing or occurring arose at or prior to the Effective Time (including this Agreement and the Transactions), arising out regardless of or pertaining whether any proceeding relating to the fact that the any Company Indemnified Party Party’s rights to indemnification, exculpation or expense advancement with respect to any such matters, acts or omissions is or was an officer or director of the Company or any of its Subsidiaries or is or was serving at the request or for the benefit of the Company or any of its Subsidiaries as a director, officer, member, trustee or fiduciary of another Person, whether asserted or claimed prior to, at commenced before or after the Effective Time as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement to which the Company or any of its Subsidiaries is a party, shall be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, to the fullest extent permitted under applicable Law, shall cause the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately prior the Effective Time was a Company Indemnified PartyClosing Date); provided, however, all rights that no Company Indemnified Party may seek indemnification, reimbursement, exculpation or advancement of expenses from Parent or the Surviving Corporation or any of their respective Affiliates for amounts such Company Indemnified Party owes or may owe to any Indemnitee in such Company Indemnified Party’s capacity as an Effective Time Holder (or representative or Affiliate of an Effective Time Holder) under the provisions set forth in Section 9. Any claims for indemnification in respect made under this Section 5.6 on or prior to the sixth anniversary of any actual or threatened Proceeding made within such period the Effective Time shall continue survive until the disposition of such Proceeding or final resolution of such Proceedingthereof.

Director and Officer Indemnification. (a) From and after the Effective Time, Parent the Resulting Corporation shall indemnify, defend and Merger Sub agree that all rights hold harmless, to indemnificationthe fullest extent permitted by applicable Law, advancement of expenses each present and exculpation of each former and present director or officer of the Company or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary director and employee of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or GBNK and any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), GBNK Subsidiary against all claims, losses, liabilities, damagescosts or expenses (including reasonable attorneys’ fees), judgments, inquiriesfines, fines and reasonable feeslosses damages or liabilities arising, costs and expensesin whole or in part, including attorneys’ fees and disbursementsout of matters, incurred in connection with any Proceeding actions or investigation with respect to matters existing or omissions occurring at or prior to the Effective Time (including this Agreement and the Transactions), arising out of or pertaining to the fact that the Company Indemnified Party such person is or was an officer officer, director or director employee of GBNK or any GBNK Subsidiary (including, without limitation, matters, actions or omissions related to the negotiation, execution, approval and performance of this Agreement or consummation of the Company Merger), including advancement of expenses as further specified below. If the Resulting Corporation or any of its Subsidiaries successors or is assigns shall consolidate with or was serving at merge into any other entity and shall not be the request continuing or for surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any other entity, then and in each case, proper provision shall be made so that the benefit successors and assigns of the Company Resulting Corporation or the surviving company shall assume the obligations set forth in this Section 6.13 prior to or simultaneously with the consummation of such transaction. The Resulting Corporation shall also advance expenses as incurred by any of its Subsidiaries as a director, officer, member, trustee or fiduciary of another Person, whether asserted or claimed prior to, at or after the Effective Time as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement to which the Company or any of its Subsidiaries is a party, shall be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, indemnified party hereunder to the fullest extent permitted under by applicable Law; provided that the indemnified party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such indemnified party is not entitled to indemnification. The Resulting Corporation shall reasonably cooperate with the indemnified party, and the indemnified party shall cause reasonably cooperate with the certificates Resulting Corporation, in the defense of incorporation and bylaws and comparable organizational documents any such claim, action, suit, proceeding or investigation. The obligations of the Surviving Resulting Corporation and each Subsidiary of the Company (or such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Time, and during such six-year period under this Section 6.13 shall not amend, repeal be terminated or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately prior modified after the Effective Time was in a Company Indemnified Party; provided, however, all rights manner so as to adversely affect any party entitled to indemnification in respect of any actual or threatened Proceeding made within such period shall continue until hereunder without the disposition prior consent of such Proceeding affected party. The provisions of this Section 6.13 shall survive the Effective Time and are intended for the benefit of, and shall be enforceable by, each party entitled to indemnification hereunder and his or resolution of such Proceedingher heirs and representatives.

Director and Officer Indemnification. (a) From At and after the Effective Time, Parent shall, and Merger Sub agree that all rights shall cause the Surviving Company to, to indemnificationthe fullest extent permitted by applicable Law, advancement of expenses indemnify and exculpation of hold harmless each former past and present director or officer of the Company or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), ) against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, any costs and expenses, or expenses (including advancing attorneys’ fees and disbursementsexpenses in advance of the final disposition of any actual or threatened claim, incurred suit, proceeding or investigation to each Company Indemnified Party), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Proceeding actual or investigation with respect to matters existing threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative arising out of (i) actions or omissions occurring at or prior to the Effective Time (including this Agreement and whether asserted or claimed prior to, at or after the Transactions), arising Effective Time) to the extent that they are based on or arise out of or pertaining to the fact that the Company Indemnified Party such person is or was an a director or officer or director of the Company or any of its Subsidiaries or is (ii) to the extent they are based on or was serving at arise out of or pertain to the request or for Transactions, including the benefit of the Company or any of its Subsidiaries as a director, officer, member, trustee or fiduciary of another PersonMerger, whether asserted or claimed prior to, at or after the Effective Time as Time, and including any expenses incurred in enforcing such person’s rights under this Section 6.02; (provided such Company Indemnified Party agrees in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in advance to return any agreement such funds to which a court of competent jurisdiction has determined in a final, non-appealable judgment such Company Indemnified Party is not ultimately entitled), in each case to the same extent that the Company or any of its Subsidiaries is a party, shall be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation would have been required to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, do so pursuant to the fullest extent permitted under applicable Law, shall cause the certificates of incorporation and bylaws and comparable Company’s organizational documents of and indemnification agreements (to the Surviving Corporation and each Subsidiary extent such agreements have been made available to Parent prior to the date hereof) of the Company (or such documents of any successor its Subsidiaries, as applicable. Notwithstanding anything herein to the business of contrary, if any Company Indemnified Party notifies the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately on or prior to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder seventh anniversary of any individual who immediately prior the Effective Time was of a Company Indemnified Party; provided, however, all rights to indemnification matter in respect of any actual or threatened Proceeding made within which such period Person may seek indemnification pursuant to this Section 6.02, the provisions of this Section 6.02 shall continue in effect with respect to such matter until the final disposition of such Proceeding or resolution of such Proceedingall claims, actions, investigations, suits and proceedings relating thereto.

Director and Officer Indemnification. (a) From and after the First Effective Time, each of Parent, the First Surviving Corporation, and the Surviving Company shall, and Parent shall cause the First Surviving Corporation and Merger Sub agree the Surviving Company to, (x) in the case of a Company Indemnitee, as defined below, to the fullest extent that the Company may do so (as of immediately prior to the First Effective Time) under applicable Law with respect to its own directors and officers and (y) in the case of a Subsidiary Indemnitee, as defined below, to the fullest extent that the Subsidiary of which such Subsidiary Indemnitee is or was a director or officer may do so (as of immediately prior to the First Effective Time) under applicable Law with respect to its own directors and officers, (i) jointly and severally indemnify and hold harmless each individual who at the First Effective Time is, or at any time prior to the First Effective Time was, a director or officer of the Company (a “Company Indemnitee”) or of a Subsidiary of the Company (a “Subsidiary Indemnitee” and, together with the Company Indemnitees, collectively, the “Indemnitees”) with respect to all rights to indemnificationclaims, advancement liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including reasonable fees and expenses of expenses and exculpation of each former and present legal counsel) in connection with any Proceeding (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee is or was a director or officer of the Company or any of its Subsidiaries and each person who served as such Subsidiary, (B) the fact that an Indemnitee is or was a director, partner, trustee, officer, member, trustee employee or fiduciary agent of another any other corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise if which such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding or investigation with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or person is or was serving at the request or for the benefit of the Company or any such Subsidiary, (C) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director or officer of its Subsidiaries the Company or such Subsidiary or taken at the request of the Company or such Subsidiary or (D) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, partner, trustee, officer, memberemployee or agent of any other corporation, trustee partnership, joint venture, trust, employee benefit plan or fiduciary other enterprise which such person is or was serving at the request of another Personthe Company or taken at the request of such corporation, whether asserted partnership, joint venture, trust, employee benefit plan or claimed other enterprise, in each case under clauses (A), (B), (C) or (D), at, or at any time prior to, the First Effective Time (including any Proceeding relating in whole or in part to the Mergers or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnitee) and (ii) assume (in the case of the First Surviving Corporation, and the Surviving Company, in the Mergers without any further action) all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or after prior to the First Effective Time as provided in their respective certificates the articles of incorporation or bylaws (or comparable of the Company and the organizational documents) documents of such Subsidiaries as in effect on the date of this Agreement or in any agreement to which in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries is and any Indemnitee, a party, shall be assumed complete copy of which has been provided by the Surviving Corporation Company to Parent prior to the date of this Agreement. Without limiting the foregoing, Parent, from and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the First Effective Time, Parentshall cause, to the fullest extent permitted under applicable unless otherwise required by Law, shall cause the certificates articles of incorporation and bylaws and comparable organizational documents of the First Surviving Corporation and each Subsidiary of the Company (or such documents of any successor to the business of the Surviving Corporation) Company, as applicable, to contain provisions regarding exculpation, no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification and advancement than are set forth as of expenses that are at least as favorable as the exculpation, indemnification and advancement date of expenses provisions contained this Agreement in the certificate articles of incorporation, incorporation or bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective TimeCompany, and during such six-year period which provisions shall not amendbe amended, repeal repealed or otherwise modify any such provisions modified in any a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from the First Effective Time, Parent shall, and shall cause the First Surviving Corporation and the Surviving Company, as applicable, to advance any individual who immediately prior the Effective Time was a Company Indemnified Party; provided, however, all rights to indemnification in respect expenses (including reasonable fees and expenses of legal counsel) of any actual or threatened Proceeding made within such period shall continue until the disposition of such Proceeding or resolution of such Proceeding.Indemnitee under this Section

Director and Officer Indemnification. (a) From and after the Effective TimeClosing Date, Parent shall cause the Surviving Corporation to fulfill and Merger Sub agree that honor in all rights to indemnification, advancement of expenses and exculpation of each former and present director or officer respects the obligations of the Company or any to its directors and officers (and those of its Subsidiaries Subsidiaries) accruing prior to the Closing Date pursuant to any indemnification provisions under the certificate of incorporation and each person who served as a director, officer, member, trustee bylaws (or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit equivalent organizational and governing documents) of the Company or any of and its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding or investigation with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or is or was serving at the request or for the benefit of the Company or any of its Subsidiaries as a director, officer, member, trustee or fiduciary of another Person, whether asserted or claimed prior to, at or after the Effective Time as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in and pursuant to any agreement to which indemnity agreements between the Company or any of its Subsidiaries is and any such persons as in effect on the date of this Agreement that are identified on Section 7.9(a) of the Company Disclosure Schedules and with respect to which a party, shall copy has been provided to the Datatel Entities prior to the date hereof (the persons entitled to be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their termsindemnified pursuant to such provisions, and all other current and former directors and officers of the Company and its Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”). From and after the Closing Date through the sixth anniversary of the Closing Date, Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, to the fullest extent permitted under applicable Law, shall cause the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or such documents of any successor to maintain the business of the Surviving Corporation) provisions with respect to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least exculpation from liability as favorable as the exculpation, indemnification and advancement of expenses provisions contained set forth in the certificate of incorporation, organization and bylaws (or equivalent organizational and comparable organizational documents governing documents) of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Timedate of this Agreement, and which provisions shall not be amended, repealed or otherwise modified during such six-year period shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately prior D&O Indemnified Party without the Effective Time was a Company consent of such D&O Indemnified Party; provided. Nothing in this Agreement is intended to, howevershall be construed to or shall release, all waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company, its Subsidiaries or any of their respective directors or officers, it being understood and agreed that the indemnification provided for in respect of this Section 7.9 is not prior to or in substitution for any actual or threatened Proceeding made within such period shall continue until the disposition of claims under such Proceeding or resolution of such Proceedingpolicies.

Director and Officer Indemnification. (a) From and after the Effective Time, Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation of each former and present director director, officer, employee or officer agent of the Company or any of its Subsidiaries and each person who served as a director, officer, employee, agent, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding or investigation with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer officer, director, employee or director agent of the Company or any of its Subsidiaries or is or was serving at the request or for the benefit of the Company or any of its Subsidiaries as a director, officer, member, trustee employee or fiduciary agent of another Person, whether asserted or claimed prior to, at or after the Effective Time as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement to which the Company or any of its Subsidiaries is a party, shall be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, to the fullest extent permitted under applicable Law, shall cause the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately prior the Effective Time was a Company Indemnified Party; provided, however, all rights to indemnification in respect of any actual or threatened Proceeding made within such period shall continue until the disposition of such Proceeding or resolution of such Proceeding.

Director and Officer Indemnification. (a) From and after the Effective Time, Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation of each former and present director or officer of the Company or any of its Subsidiaries and each person who served as a director, officer, member, trustee trustee, fiduciary or fiduciary employee of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding or investigation with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactionstransactions and actions contemplated hereby), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or is or was serving at the request or for the benefit of the Company or any of its Subsidiaries as a director, officer, member, trustee director or fiduciary officer of another Person, whether asserted or claimed prior to, at or after the Effective Time as provided in their respective certificates of incorporation or bylaws by-laws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, a true and complete copy of which agreement has been provided by the Company to Parent prior to the date of this Agreement, to which the Company or any of its Subsidiaries is a party, shall be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, to Parent and the fullest extent permitted under applicable Law, Company shall cause to be maintained in effect the provisions in the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or in such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Time or in any agreement to which the Company or any of its Subsidiaries is a party, in each case in effect immediately prior to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s certificate of incorporation and bylaws set forth in Exhibit B in any manner that would adversely affect the rights thereunder of any individual who immediately prior before the Effective Time was a Company Indemnified Party; provided, however, that all rights to indemnification in respect of any actual or threatened Proceeding claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (each, an “Action”) pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding Action or resolution of such Proceedingclaim.

Director and Officer Indemnification. (a) From and after For a period of six (6) years following the Effective Time, the Surviving Corporation or its successor shall, and Parent shall cause the Surviving Corporation or its successor to, fulfill and Merger Sub agree that honor in all rights to indemnification, advancement of expenses and exculpation of each former and present director or officer respects the obligations of the Company pursuant to any indemnification provisions under applicable Law, the Company Corporate Governance Documents as in effect as of the date hereof or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at pursuant to the request or for the benefit indemnification agreements listed in Section 4.8 of the Company or any Disclosure Schedule (the “Indemnification Schedule”) insofar as such indemnification provisions relate to the current and former directors and officers of its Subsidiaries the Company set forth in the Indemnification Schedule (eachsuch directors and officers referred to herein as, together with such person’s heirs, executors or administrators, a the “Company Indemnified PartyParties”); provided that in no event shall the Surviving Corporation or it successors be obligated to indemnify any person for any amounts payable by such person pursuant to Article VI hereof. Notwithstanding the foregoing, against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding or investigation with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement obligations of Parent and the Transactions), arising out of Surviving Corporation or pertaining its successor (i) shall be subject to the fact that the any limitation imposed by applicable Law and (ii) shall not be deemed to release any Company Indemnified Party who is or was also an officer or director of the Company from his or her obligations pursuant to this Agreement or any of the Transaction Agreements, nor shall such Company Indemnified Party have any right of contribution, indemnification or right of advancement from the Surviving Corporation or its Subsidiaries successor or is or was serving at the request or for the benefit its Parent with respect to any Loss claimed by any of the Parent Indemnified Parties against such Company Indemnified Party in his or her capacity as a Company Stockholder pursuant to this Agreement or any of its Subsidiaries as a director, officer, member, trustee or fiduciary of another Person, whether asserted or claimed prior to, at or after the Effective Time as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement to which the Company or any of its Subsidiaries is a party, shall be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, to the fullest extent permitted under applicable Law, shall cause the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately prior the Effective Time was a Company Indemnified Party; provided, however, all rights to indemnification in respect of any actual or threatened Proceeding made within such period shall continue until the disposition of such Proceeding or resolution of such ProceedingTransaction Agreements.

Director and Officer Indemnification. (a) From and after the Effective TimeClosing, Parent the Buyer shall cause the Company and Merger Sub agree that each Company Subsidiary to, (i) indemnify, exculpate, defend and hold harmless, to the fullest extent permitted under applicable Law, all rights to indemnification, advancement of expenses and exculpation of each former their respective past and present director directors and officers of the Company and each Company Subsidiary who are not directors or officer officers of Seller or its Affiliates following the Closing (in each case, when acting in such capacity for the Company or any Company Subsidiary)(collectively, the “D&O Indemnified Parties”) against any and all losses incurred (including reasonable attorneys’ fees and expenses) in connection with any Action, whether civil, criminal, administrative or investigative, arising out of its Subsidiaries and each person who served as or pertaining to the fact that such D&O Indemnified Parties is or was a director, manager, officer, member, trustee employee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit agent of the Company or a Company Subsidiary or is or was serving at the request of the Company or Company Subsidiary as director, manager, officer, member, employee or agent of any other Person, arising out of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding or investigation with respect pertaining to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or is or was serving at the request or for the benefit of the Company or any of its Subsidiaries as a director, officer, member, trustee or fiduciary of another PersonClosing, whether asserted or claimed prior tobefore, at or after the Effective Time Closing (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), (ii) provide advancement of expenses to the D&O Indemnified Parties, in all such cases to the fullest extent that such D&O Indemnified Parties are indemnified or entitled to advancement of expenses as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement to which hereof by the Company or any of a Company Subsidiary pursuant to its Subsidiaries is a partyOrganizational Documents and indemnification agreements, shall be assumed by if any, in existence before the Surviving Corporation and shall survive Closing, (iii) subject to the Merger and continue limitations set forth in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six clause (6) years after the Effective Time, Parenti), to the fullest extent permitted under by applicable Law, shall include and cause to be maintained in effect the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpationelimination of liability of directors, managers, officers, members, employees or agents, and indemnification of and advancement of expenses that are at least as favorable as the exculpationto directors, indemnification managers, officers, members and advancement of expenses provisions employees contained in the certificate certificates of incorporation, bylaws and other comparable organizational documents Organizational Documents of the Company and each of its the Company Subsidiaries in effect as of immediately prior and (iv) not settle, compromise or consent to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify entry of any such provisions judgment in any manner that would adversely affect the rights thereunder of any individual who immediately prior the Effective Time was a Company Indemnified Party; provided, however, all rights to indemnification in respect of any actual Action or threatened Proceeding made within Action (and in which indemnification could be sought by a D&O Indemnified Party hereunder), unless such period shall continue until the disposition settlement, compromise or consent includes an unconditional release of such Proceeding or resolution D&O Indemnified Party from all Liability arising out of such ProceedingAction or such D&O Indemnified Party otherwise consents in writing to the entry of such judgment; provided that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification.

Director and Officer Indemnification. (a) From Without limiting any additional rights that any D&O Indemnified Person (as defined below) may have pursuant to any employment agreement, indemnification agreement or otherwise, from and after the Effective TimeClosing, Parent the Partnership shall indemnify, defend and Merger Sub agree that all rights hold harmless each person who is now, or has been at any time prior to indemnificationthe date of this Agreement or who becomes prior to the Closing Date, advancement of expenses and exculpation of each former and present a director or officer of the any TexStar Company or who acts as a fiduciary under any Employee Benefit Plan (the “D&O Indemnified Persons”) against all losses, claims, damages, costs, expenses (including attorneys’ and other professionals’ fee and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of its Subsidiaries and each the indemnifying party (which approval shall not be unreasonably withheld) of or in connection with any threatened or actual claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person who served as is or was a director, officer, member, trustee employee or fiduciary agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the TexStar Company or a fiduciary under any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding or investigation with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries Employee Benefit Plan or is or was serving at the request or for the benefit of the Company or any of its Subsidiaries as a director, officer, member, trustee employee or fiduciary agent of another Personcorporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity whether pertaining to any act or omission occurring or existing prior to, at or after the Closing Date and whether asserted or claimed prior to, at or after the Effective Time as provided Closing Date (“D&O Indemnified Liabilities”), including all D&O Indemnified Liabilities based in their respective certificates of incorporation whole or bylaws (in part on, or comparable organizational documents) as arising in effect on the date of whole or in part out of, or pertaining to, this Agreement or the transactions contemplated hereby, in any agreement to which the Company or any of its Subsidiaries is a party, shall be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, each case to the fullest extent permitted under applicable Lawlaw (and the Partnership shall pay expenses in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each D&O Indemnified Person to the fullest extent permitted under applicable law if such D&O Indemnified Person provides an undertaking to repay such expenses if such person is determined to not be entitled to indemnification). Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is brought against any D&O Indemnified Persons (whether arising before or after the Closing Date), (i) the D&O Indemnified Persons may retain the TexStar Company’s regularly engaged independent legal counsel or other counsel satisfactory to them, and the Partnership shall pay all reasonable fees and expenses of such counsel for the D&O Indemnified Persons as promptly as statements therefor are received and (ii) the Partnership shall use its commercially reasonable efforts to assist in the vigorous defense of any such matter, provided that the Partnership shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld). Any D&O Indemnified Person wishing to claim indemnification under this Section 5.13, upon learning of any such claim, action, suit, proceeding or investigation, shall cause notify the certificates of incorporation and bylaws and comparable organizational documents of Partnership (but the Surviving Corporation and each Subsidiary of failure so to notify shall not relieve the Company (or such documents of Partnership from any successor liability that it may have under this Section 5.13 except to the business of extent such failure materially prejudices the Surviving CorporationPartnership’s position with respect to such claims) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior shall deliver to the Effective TimePartnership any undertaking required by applicable law, and during such six-year period shall not amend, repeal but without any requirement for the posting of a bond or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately prior the Effective Time was a Company Indemnified Party; provided, however, all rights to indemnification in respect of any actual other terms or threatened Proceeding made within such period shall continue until the disposition of such Proceeding or resolution of such Proceedingconditions other than those expressly set forth herein.

Director and Officer Indemnification. (a) From and after the Effective Time, Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation of each former and present director or officer of the Company or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding or investigation with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or is or was serving at the request or for the benefit of the Company or any of its Subsidiaries as a director, officer, member, trustee or fiduciary of another Person, whether asserted or claimed prior to, at or after the Effective Time as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement to which the Company or any of its Subsidiaries is a party, shall be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, ParentGuaranty or GBT shall indemnify, advance expenses to, defend and hold harmless each Person entitled to the fullest extent permitted under applicable Law, shall cause the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (indemnification or such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement advance of expenses that are from Westbound (each, an “Indemnified Party”) against all liabilities, costs, expenses, judgment, fines, losses, claims, or damages arising out of or relating to any actions or omissions occurring at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately or prior to the Effective TimeTime (including, without limitation, matters related to the negotiation, execution or performance of this Agreement or consummation of the Merger) to the same extent and during subject to the conditions, if any, set forth in the Articles of Association and bylaws of Westbound as in effect on the Execution Date; provided that the Indemnified Party to whom expenses are advanced provides a signed written undertaking to repay such six-year period advances if it is ultimately determined by a court of competent jurisdiction that such Indemnified Party is not entitled to indemnification under applicable Law. If Guaranty or GBT fails promptly to pay the amounts due pursuant to this Section 6.09, and, in order to obtain such payment, an Indemnified Party commences a Proceeding which results in a judgment against Guaranty or GBT for failure to provide indemnification, Guaranty or GBT shall pay the costs and expenses of the Indemnified Party (including attorneys’ fees and expenses) in connection with such Proceeding. Furthermore, if Guaranty, GBT, or any of their respective successors or assigns shall consolidate with or merge into any other entity and shall not amend, repeal be the continuing or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately prior the Effective Time was a Company Indemnified Party; provided, however, all rights to indemnification in respect of any actual or threatened Proceeding made within such period shall continue until the disposition surviving entity of such Proceeding consolidation or resolution merger or shall transfer all or substantially all of its assets to any other entity, then and in each case, proper provision shall be made so that the successors and assigns of Guaranty, GBT,or the respective surviving company shall assume the obligations set forth in this Section 6.09 prior to or simultaneously with the consummation of such Proceedingtransaction.

Director and Officer Indemnification. (a) From the Closing through the sixth anniversary of the date on which the Closing occurs, Public Company and after Private Company shall, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the Effective Timedate hereof, Parent and Merger Sub agree that all rights or who becomes prior to indemnificationthe Closing, advancement of expenses and exculpation of each former and present a director or officer of the Private Company, Public Company or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its their respective Subsidiaries (each, together with such person’s heirs, executors or administrators, a the “Company Indemnified PartyPersons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding claim, action, suit, proceeding or investigation with respect to matters existing investigation, whether civil, criminal, administrative or occurring at or prior to the Effective Time (including this Agreement and the Transactions)investigative, arising out of or pertaining to the fact that the Company Indemnified Party Person is or was an officer officer, director, employee or director agent of the Private Company, Public Company or any of its Subsidiaries their respective Subsidiaries, or, while a director or officer of Private Company, Public Company or any of their respective Subsidiaries, is or was serving at the request or for the benefit of the Private Company, Public Company or any of its their respective Subsidiaries as a director, officer, member, trustee employee or fiduciary agent of another Person, whether asserted or claimed prior to, at or after the Effective Time as provided Closing, to the fullest extent permitted by applicable law. Each Indemnified Person will be entitled to advancement of expenses (including attorneys’ fees) incurred in their respective certificates the defense of any such claim, action, suit, proceeding or investigation from each of Public Company and Private Company within ten (10) Business Days following receipt by Public Company or Private Company from the Indemnified Person of a request therefor; provided, however, that any Indemnified Person to whom expenses are advanced provides an undertaking, to the extent then required by the DGCL, to repay such advances if it is determined by a final determination of a court of competent jurisdiction (which determination is not subject to appeal) that such Indemnified Person is not entitled to indemnification under applicable law. (b) From the Closing through the six-year anniversary of the date on which the Closing occurs, the certificate of incorporation and bylaws of Public Company shall contain, and Public Company shall cause the articles of association of Private Company to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers than are set forth in the certificate of incorporation and bylaws of Public Company (in the case of the certificate of incorporation and bylaws of Public Company) or bylaws Private Company (or comparable organizational documentsin the case of the articles of association of Private Company) as in effect on the date of this Agreement Agreement. (c) The provisions of this Section 6.8 are intended to be in addition to the rights otherwise available to any Indemnified Person by law, charter, statute, bylaw or in any agreement to which agreement, and shall operate for the Company or any of its Subsidiaries is a partybenefit of, and shall be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their termsenforceable by, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, to the fullest extent permitted under applicable Law, shall cause the certificates of incorporation and bylaws and comparable organizational documents each of the Surviving Corporation Indemnified Persons, their heirs and each Subsidiary of the Company (or such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately prior the Effective Time was a Company Indemnified Party; provided, however, all rights to indemnification in respect of any actual or threatened Proceeding made within such period shall continue until the disposition of such Proceeding or resolution of such Proceeding.their representatives. 6.9

Director and Officer Indemnification. (a) From and after the Effective Time, Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation of each former and present director or officer of the Company or any of its Subsidiaries Company Subsidiary and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries Company Subsidiary (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding or investigation with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactionstransactions and actions contemplated hereby), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries Company Subsidiary or is or was serving at the request or for the benefit of the Company or any of its Subsidiaries Company Subsidiary as a director, officer, member, trustee director or fiduciary officer of another Person, whether asserted or claimed prior to, at or after the Effective Time as provided in their respective certificates of incorporation or bylaws by-laws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, a true and complete copy of which agreement has been provided by the Company to Parent prior to the date of this Agreement, to which the Company or any of its Subsidiaries is a party, shall be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, to the fullest extent permitted under applicable Law, shall cause to be maintained in effect the provisions in the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or in such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Time or in any agreement, a complete copy of which agreement has been provided by the Company to Parent prior to the date of this Agreement, to which the Company or any of its Subsidiaries is a party, in each case in effect immediately prior to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s certificate of incorporation and bylaws set forth in Exhibit A and Exhibit B in any manner that would adversely affect the rights thereunder of any individual who immediately prior before the Effective Time was a Company Indemnified Party; provided, however, that all rights to indemnification in respect of any actual or threatened Proceeding claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (each, an “Action”) pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding Action or resolution of such Proceedingclaim.

Director and Officer Indemnification. (a) From and after the Effective Time, Parent and Merger Acquisition Sub agree that all rights to indemnification, advancement of expenses and exculpation of each former and present director or officer of the Company or any of its Subsidiaries Company Subsidiary and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries Company Subsidiary (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable and documented attorneys’ fees and disbursements, incurred in connection with any Proceeding or investigation with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactionstransactions and actions contemplated hereby), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries Company Subsidiary or is or was serving at the request or for the benefit of the Company or any of its Subsidiaries Company Subsidiary as a director, officer, member, trustee director or fiduciary officer of another Person, whether asserted or claimed prior to, at or after the Effective Time as provided in their respective certificates of incorporation or bylaws by-laws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, a true and complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any of its Subsidiaries is a party, shall be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, to the fullest extent permitted under applicable except as may otherwise be required by Law, Parent shall cause to be maintained in effect the provisions in the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or in such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Time or in any agreement, a complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any of its Subsidiaries is a party, in each case in effect immediately prior to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s certificate of incorporation and bylaws set forth in Exhibit A and Exhibit B in any manner that would adversely affect the rights thereunder of any individual who immediately prior before the Effective Time was a Company Indemnified Party; provided, however, that all rights to indemnification in respect of any actual or threatened Proceeding claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (each, an “Action”) pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding Action or resolution of such Proceedingclaim.

Director and Officer Indemnification. (a) From and after the Effective Time, Parent and Merger Sub agree that all rights subject to indemnificationthe limitations contained in applicable FRB and FDIC regulations and to any limitations contained in the Articles of Incorporation or Bylaws of Legacy or the similar constituent documents of Legacy Bank, advancement the Resulting Corporation shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, each present and former director, officer and employee of expenses and exculpation of each former and present director or officer of the Company Legacy or any of its Subsidiaries and each person who served as a director, officer, member, trustee Legacy Subsidiary (the “Indemnified Parties”) against all costs or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries expenses (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”including reasonable attorneys’ fees), against all claimsjudgments, fines, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, damages or liabilities incurred in connection with any Proceeding threatened or investigation with respect to matters existing actual claim, action, suit, proceeding or occurring at investigation, whether civil, criminal, administrative or prior to investigative, whether arising before or after the Effective Time (including this Agreement and the Transactions)Time, arising in whole or in part out of of, or pertaining to to, the fact that the Company Indemnified Party such person is or was an a director, officer or director employee of the Company Legacy or any of its Subsidiaries or is or was serving at the request or for the benefit of the Company Legacy or any of its Subsidiaries as a director, officer, member, trustee director or fiduciary officer of another Personperson and pertaining to matters, whether asserted acts or claimed prior to, omissions existing or occurring at or after prior to the Effective Time as provided in their respective certificates of incorporation (including matters, actions or bylaws (or comparable organizational documents) as in effect on omissions related to the date negotiation, execution, approval and performance of this Agreement or in any agreement to which consummation of the Company Merger), including advancement of expenses as further specified below. If the Resulting Corporation or any of its Subsidiaries is a partysuccessors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any other entity, then and in each case, proper provision shall be assumed made so that the successors and assigns of the Resulting Corporation or the surviving company shall assume the obligations set forth in this Section 6.12 prior to or simultaneously with the consummation of such transaction. The Resulting Corporation shall also advance expenses as incurred by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all any such terms. For a period of no less than six (6) years after the Effective Time, Parent, Indemnified Party hereunder to the fullest extent permitted under by applicable Law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification. The Resulting Corporation shall reasonably cooperate with the Indemnified Party, and the Indemnified Party shall cause reasonably cooperate with the certificates Resulting Corporation, in the defense of incorporation and bylaws and comparable organizational documents any such claim, action, suit, proceeding or investigation. The obligations of the Surviving Resulting Corporation and each Subsidiary of the Company (or such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Time, and during such six-year period under this Section 6.12 shall not amend, repeal be terminated or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately prior modified after the Effective Time was in a Company Indemnified Party; provided, however, all rights manner so as to adversely affect any party entitled to indemnification in respect of any actual or threatened Proceeding made within such period shall continue until hereunder without the disposition prior consent of such Proceeding or resolution affected party. The provisions of this Section 6.12 shall survive the Effective Time and are intended for the benefit of, and shall be enforceable by, each party entitled to indemnification under this Section 6.12 and such Proceedingparty’s heirs and representatives.

Director and Officer Indemnification. (a) From and after the Effective Time, Parent and Merger Sub Corp agree that all rights to indemnification, advancement of expenses and exculpation of each former and present director or officer of the Company or any of its Subsidiaries Company Subsidiary and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries Company Subsidiary (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding or investigation with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactionstransactions and actions contemplated hereby), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries Company Subsidiary or is or was serving at the request or for the benefit of the Company or any of its Subsidiaries Company Subsidiary as a director, officer, member, trustee director or fiduciary officer of another Person, whether asserted or claimed prior to, at or after the Effective Time as provided in their respective certificates of incorporation or bylaws by-laws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement, a true and complete copy of which agreement has been provided by the Company to Parent prior to the date of this Agreement, to which the Company or any of its Subsidiaries is a party, shall be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, to the fullest extent permitted under applicable Law, shall cause to be maintained in effect the provisions in the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or in such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Time or in any agreement, a complete copy of which agreement has been provided by the Company to Parent prior to the date of this Agreement, to which the Company or any of its Subsidiaries is a party, in each case in effect immediately prior to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s certificate of incorporation and bylaws set forth in Exhibit A and Exhibit B or in any such agreement in any manner that would adversely affect the rights thereunder of any individual who immediately prior before the Effective Time was a Company Indemnified Party; provided, however, that all rights to indemnification in respect of any actual or threatened Proceeding claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (each, an “Action”) pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding Action or resolution of such Proceedingclaim.

Director and Officer Indemnification. (a) From and after So long as the Effective Time, Parent and Merger Sub agree that all rights to indemnification, advancement COO or any Investor Nominee or any of expenses and exculpation the current directors serves as a member of each former and present director the Board of Directors or any current officer of the Company serves as an officer of the Company and in each case for a period of three years thereafter, the Company shall provide to each such individual indemnification and directors' and officers' insurance having terms and provisions no less favorable to such individuals than the indemnification and directors' and officers' insurance provided to other directors and officers of the Company (including, without limitation, coverage for matters based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring while such Investor Nominee was a director, even though such Investor Nominee may no longer be a director at the time any claim for indemnification or coverage under insurance is made). (b) So long as the COO or any Investor Nominee or any of its Subsidiaries and each person who served the current directors serves as a director, officer, member, trustee member of the Board of Directors or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit any current officer of the Company serves as an officer of the Company and in each case for a period of three years thereafter, the Company shall not amend the Certificate of Incorporation or Bylaws so as to adversely affect the rights of any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding or investigation person with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions), arising out of or pertaining to the fact that indemnification by the Company Indemnified Party is or was for any Losses incurred by such person in such person's capacity as an officer or director of the Company Company. (c) So long as the COO or any Investor Nominee or any of its Subsidiaries the current directors serves as a member of the Board of Directors or is or was serving at the request or for the benefit any current officer of the Company or any serves as an officer of its Subsidiaries as a director, officer, member, trustee or fiduciary of another Person, whether asserted or claimed prior to, at or after the Effective Time as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in any agreement to which the Company or any and in each case for a period of its Subsidiaries is a partythree years thereafter, the Company shall be assumed by the Surviving Corporation and shall survive the Merger and continue maintain in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parenteffect, to the fullest extent permitted under applicable Lawavailable on commercially reasonable terms, directors' and officers' liability insurance with respect to such person, which insurance shall cause the certificates of incorporation be in an amount, and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or shall cover such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpationrisks, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained is customary for a corporation in the certificate of incorporationsame business as, bylaws and comparable organizational documents of or in a similar business to, that engaged in by the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately prior the Effective Time was a Company Indemnified Party; provided, however, all rights to indemnification in respect of any actual or threatened Proceeding made within such period shall continue until the disposition of such Proceeding or resolution of such Proceeding.Company. Section 6.5

Director and Officer Indemnification. (a) From and after the Effective Time, Parent and Merger Sub agree that all rights subject to indemnificationthe limitations contained in applicable FRB and FDIC regulations and to any limitations contained in the Articles of Incorporation or Bylaws of Legacy or the similar constituent documents of Legacy Bank, advancement the Resulting Corporation shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, each present and former director, officer and employee of expenses and exculpation of each former and present director or officer of the Company Legacy or any of its Subsidiaries and each person who served as a director, officer, member, trustee Legacy Subsidiary (the “Indemnified Parties”) against all costs or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries expenses (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”including reasonable attorneys’ fees), against all claimsjudgments, fines, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, damages or liabilities incurred in connection with any Proceeding threatened or investigation with respect to matters existing actual claim, action, suit, proceeding or occurring at investigation, whether civil, criminal, administrative or prior to investigative, whether arising before or after the Effective Time (including this Agreement and the Transactions)Time, arising in whole or in part out of of, or pertaining to to, the fact that the Company Indemnified Party such person is or was an a director, officer or director employee of the Company Legacy or any of its Subsidiaries or is or was serving at the request or for the benefit of the Company Legacy or any of its Subsidiaries as a director, officer, member, trustee director or fiduciary officer of another Personperson and pertaining to matters, whether asserted acts or claimed prior to, omissions existing or occurring at or after prior to the Effective Time as provided in their respective certificates of incorporation (including matters, actions or bylaws (or comparable organizational documents) as in effect on omissions related to the date negotiation, execution, approval and performance of this Agreement or in any agreement to which consummation of the Company Merger), including advancement of expenses as further specified below. If the Resulting Corporation or any of its Subsidiaries is a partysuccessors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any other entity, then and in each case, proper provision shall be assumed made so that the successors and assigns of the Resulting Corporation or the surviving company shall assume the obligations set forth in this Section 6.12 prior to or simultaneously with the consummation of such transaction. The Resulting Corporation shall also advance expenses as incurred by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all any such terms. For a period of no less than six (6) years after the Effective Time, Parent, Indemnified Party hereunder to the fullest extent permitted under by applicable Law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification. The Resulting Corporation shall reasonably cooperate with the Indemnified Party, and the Indemnified Party shall cause reasonably cooperate with the certificates Resulting Corporation, in the defense of incorporation and bylaws and comparable organizational documents any such claim, action, suit, proceeding or investigation. The obligations of the Surviving Resulting Corporation and each Subsidiary of the Company (or such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Time, and during such six-year period under this Section 6.12 shall not amend, repeal be terminated or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately prior modified after the Effective Time was in a Company Indemnified Party; provided, however, all rights manner so as to adversely affect any party entitled to indemnification in respect of any actual or threatened Proceeding made within such period shall continue until hereunder without the disposition prior consent of such Proceeding or resolution affected party. The provisions of this Section 6.12 shall survive the Effective Time and are intended for the benefit of, and shall be enforceable by, each party entitled to indemnification under this Section 6.12 and such Proceeding.party’s heirs and representatives. 62

Director and Officer Indemnification. (a) From and For a period of not less than six (6) years after the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) indemnify and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation of hold harmless each former and present director or officer of the Company or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”)) against any costs, against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, expenses (including advancing attorneys’ fees and disbursementsexpenses in advance of the final disposition of any actual or threatened claim to the fullest extent permitted by Law upon receipt, incurred if required by applicable Law, organizational documents of the Company or its Subsidiaries or any applicable Indemnification Agreement, of a written undertaking by such Company Indemnified Party or on such Company Indemnified Party’s behalf to repay the amount paid or reimbursed if it is ultimately determined that such Company Indemnified Party is not permitted to be indemnified under applicable Law, organizational documents or indemnification agreement), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Proceeding actual or investigation threatened claim with respect to matters existing acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including this Agreement and the Transactions), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or is or was serving at the request or for the benefit of the Company or any of its Subsidiaries as a director, officer, member, trustee or fiduciary of another PersonTime, whether asserted or claimed prior to, at or after the Effective Time Time, in connection with such persons serving as an officer, director, employee or other fiduciary of the Company or any of its Subsidiaries or of any Person if such service was at the request of or for the benefit of the Company or any of its Subsidiaries, in each case, to the fullest extent permitted by Law and as provided in their the respective certificates of incorporation or incorporation, bylaws (or comparable organizational documents) of the Company or its Subsidiaries or any indemnification agreement as in effect on the date of this Agreement and made available by the Company to Parent prior to the date of this Agreement (an “Indemnification Agreement”). All rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, as provided in the respective certificates of incorporation, bylaws (or comparable organizational documents) of the Company or its Subsidiaries or in any agreement to which Indemnification Agreement in effect as of the date of this Agreement in favor of the Company or any of its Subsidiaries is a party, shall be assumed by the Surviving Corporation and Indemnified Parties shall survive the Merger and continue in full force and effect in accordance with their terms, and the Surviving Corporation shall (and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, to the fullest extent permitted under applicable Law, shall cause the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of to) honor all the Company (or such documents of any successor terms thereof. Notwithstanding anything herein to the business of the Surviving Corporation) to contain provisions regarding exculpationcontrary, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the if any Company and each of its Subsidiaries in effect as of immediately Indemnified Party notifies Parent on or prior to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder sixth (6th) anniversary of any individual who immediately prior the Effective Time was of a Company Indemnified Party; provided, however, all rights to indemnification matter in respect of any actual or threatened Proceeding made within which such period Person may seek indemnification pursuant to this Section 6.2, the provisions of this Section 6.2 shall continue in effect with respect to such matter until the final disposition of such Proceeding or resolution of such Proceedingall claims relating thereto.

Director and Officer Indemnification. (a) From At and after the Effective TimeScheme Implementation Date, Parent shall, and Merger Sub agree that all rights shall cause the Company to, to indemnificationthe fullest extent permitted by applicable Law, advancement of expenses indemnify and exculpation of hold harmless each former past and present director or officer of the Company or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), ) against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, any costs and expenses, or expenses (including advancing attorneys’ fees and disbursementsexpenses in advance of the final disposition of any actual or threatened claim, incurred suit, proceeding or investigation to each Company Indemnified Party), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Proceeding actual or investigation with respect to matters existing threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative arising out of (i) actions or omissions occurring at or prior to the Effective Time Scheme Implementation Date (including this Agreement and whether asserted or claimed prior to, at or after the Transactions), arising Scheme Implementation Date ) to the extent that they are based on or arise out of or pertaining to the fact that the Company Indemnified Party such person is or was an a director or officer or director of the Company or any of its Subsidiaries or is (ii) to the extent they are based on or was serving at arise out of or pertain to the request or for Transactions, including the benefit of the Company or any of its Subsidiaries as a director, officer, member, trustee or fiduciary of another PersonScheme, whether asserted or claimed prior to, at or after the Effective Time as Scheme Implementation Date, and including any expenses incurred in enforcing such person’s rights under this Section 6.03; (provided such Company Indemnified Party agrees in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement or in advance to return any agreement such funds to which a court of competent jurisdiction has determined in a final, non-appealable judgment such Company Indemnified Party is not ultimately entitled), in each case to the same extent that the Company or any of its Subsidiaries is a party, shall be assumed by the Surviving Corporation and shall survive the Merger and continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation would have been required to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, do so pursuant to the fullest extent permitted under applicable Law, shall cause the certificates of incorporation and bylaws and comparable Company’s organizational documents of and indemnification agreements (to the Surviving Corporation and each Subsidiary extent such agreements have been made available to Parent prior to the date hereof) of the Company (or such documents of any successor its Subsidiaries, as applicable. Notwithstanding anything herein to the business of the Surviving Corporation) to contain provisions regarding exculpationcontrary, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of if any Company Indemnified Party notifies the Company and each of its Subsidiaries in effect as of immediately on or prior to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect sixth anniversary of the rights thereunder Scheme Implementation Date of any individual who immediately prior the Effective Time was a Company Indemnified Party; provided, however, all rights to indemnification matter in respect of any actual or threatened Proceeding made within which such period Person may seek indemnification pursuant to this Section 6.03, the provisions of this Section 6.03 shall continue in effect with respect to such matter until the final disposition of such Proceeding or resolution of such Proceedingall claims, actions, investigations, suits and proceedings relating thereto.

Director and Officer Indemnification. (a) From and after the Effective Time, Parent each of US Holdco and Merger Sub agree that all rights to indemnificationthe Surviving Corporation shall, advancement of expenses jointly and exculpation of severally, indemnify, defend and hold harmless each former and present director or officer of the Company or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”), Party against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding Proceeding, whether civil, criminal, administrative or investigation with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions)investigative, arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer officer, director, manager, employee or director agent of the Company or any of its Subsidiaries or, while an officer, director, manager or employee of the Company or any of its Subsidiaries, is or was serving at the request or for the benefit of the Company or any one of its Subsidiaries as a an officer, director, officermanager, member, trustee employee or fiduciary agent of another Person, in each case in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time as provided Time, to the fullest extent permitted by law. Each Indemnified Party will be entitled to advancement of expenses (including attorneys’ fees) incurred in their respective certificates the defense of incorporation or bylaws (or comparable organizational documents) as in effect on the date any such Proceeding from each of this Agreement or in any agreement to which the Company or any of its Subsidiaries is a party, shall be assumed by US Holdco and the Surviving Corporation within ten Business Days of receipt by US Holdco or the Surviving Corporation from the Indemnified Party of a request therefor; provided that any Indemnified Party to whom expenses are advanced provides a written undertaking to repay such advances if it is determined by a final determination of a court of competent jurisdiction (which determination is not subject to appeal) that such Indemnified Party is not entitled to indemnification under Applicable Law. The indemnification agreements with the Company’s directors and shall officers that survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause Surviving Corporation to comply with all such terms. For a period of no less than six (6) years after the Effective Time, Parent, to the fullest extent permitted under applicable Law, shall cause the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation and each Subsidiary of the Company (or such documents of any successor to the business of the Surviving Corporation) to contain provisions regarding exculpation, indemnification and advancement of expenses that are at least as favorable as the exculpation, indemnification and advancement of expenses provisions contained in the certificate of incorporation, bylaws and comparable organizational documents of the Company and each of its Subsidiaries in effect as of immediately prior to the Effective Time, and during such six-year period shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately prior the Effective Time was a Company Indemnified Party; provided, however, all rights to indemnification in respect of any actual or threatened Proceeding made within such period shall continue until the disposition of such Proceeding or resolution of such Proceeding.