Common use of Director and Officer Liability Clause in Contracts

Director and Officer Liability. For seven years after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02.

Director and Officer Liability. (a) For seven six years after the Effective Time, Buyer will, and Parent will cause the Surviving Corporation to, (i) to indemnify and hold harmless the present and former officers, directors directors, employees and employees agents of the Company against all costs and expenses its subsidiaries, and the heirs executors and administrators of such persons (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature the "Indemnified Parties") in respect of acts or omissions occurring on or prior to the Effective Time (includingor arising out of or pertaining to any Indemnified Person having been an officer, without limitationdirector, in respect employee or agent of acts the Company or omissions in connection with this Agreement and any of its subsidiaries or to the transactions contemplated hereby) by this Agreement to the fullest extent permitted provided under the Company's certificate of incorporation and bylaws in effect on the date hereof (and (ii) shall pay expenses in advance of the disposition of any action with respect to any such matters to the fullest extent permitted by the DGCL, upon receipt from the person to whom expenses are advanced of the undertaking to repay such advances contemplated by Section 145(e) of the DGCL); provided that such indemnification shall be subject to any mandatory limitation imposed from time to time under applicable law, advance to such Persons fees . Parent and expenses incurred in defending any action or suit with respect to which indemnity may be available under Surviving Corporation shall not amend the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled Surviving Corporation to amend the indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyeror exculpation provisions therein in a manner inconsistent with this Section or otherwise adverse to the Indemnified Parties for the six-year period referred to above. For seven six years after the Effective Time, Buyer Parent will cause the Surviving Corporation to use commercially reasonable its best efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect substantially similar to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such hereof and from an insurer or insurers having claims paying ratings of at least Best A+, provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section, Buyer Parent shall not be obligated to cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights to pay annual premiums in excess of former officers$250,000 per annum, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or if the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is unable to obtain the insurance required by this Section, it shall not be the continuing or surviving corporation or entity of obtain as much comparable insurance as possible for an annual premium equal to such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02maximum amount.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 7.09(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 200% of the Companyamount per annum the Company paid for its officers’ and directors’ liability insurance policy (the “Current Premium”) as described and set forth in Section 7.09(a) of the Company Disclosure Schedule, except to and if such premiums for such insurance would at any time exceed 200% of the extent any such amendment may be required by applicable law. In the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 200% of the obligations Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained prior to the Effective Time (and which the Company may obtain prior to the Effective Time notwithstanding any restrictions otherwise set forth in this Section 6.02Agreement other than the restrictions set forth in the proviso at the end of this sentence), which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement; provided, however, that neither the Company nor any Subsidiary of the Company shall pay more than 200% of the Current Premium for such prepaid policies without the prior written consent of Parent. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 7.08(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 200% of the Companyamount per annum the Company paid for its officers’ and directors’ liability insurance policy (the “Current Premium”) as described and set forth in Section 7.08(a) of the Company Disclosure Schedule, except to and if such premiums for such insurance would at any time exceed 200% of the extent any such amendment may be required by applicable law. In the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 200% of the obligations Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained prior to the Effective Time (and which the Company may obtain prior to the Effective Time notwithstanding any restrictions otherwise set forth in this Section 6.02Agreement other than the restrictions set forth in the proviso at the end of this sentence), which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement; provided, however, that neither the Company nor any Subsidiary of the Company shall pay more than 200% of the Current Premium for such prepaid policies without the prior written consent of Parent. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Director and Officer Liability. For seven years From and after the Effective Time, Buyer will, and will cause the Surviving Corporation toshall indemnify, (i) indemnify defend and hold harmless to the fullest extent permitted by law the present and former officers, officers and directors and employees of the Company and its Subsidiaries against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature damages, fines, penalties and liability in respect of acts or omissions occurring at or prior to the Effective Time including amounts paid in settlement or compromise with the approval of the Parent (which approval shall not be unreasonably withheld or delayed). Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time (including, without limitationnow existing in favor of the current and former officers and directors of the Company as provided in the Certificate of Incorporation or Bylaws or any agreement set forth in Schedule 6.06 of the Company Disclosure Letter, in respect each case in effect as of acts or omissions in connection with this Agreement the date hereof, shall survive the Merger and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any in full force and all such claims. Any determination required to be made effect in accordance with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person their terms and Buyerwithout amendment thereof. For seven at least six years after the Effective Time, Buyer the Parent will use commercially reasonable efforts to cause Merger Subsidiary to, and Surviving Corporation will, without any lapse in coverage, provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period; provided, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of that the Surviving Corporation which would adversely affect the indemnification rights shall only be obligated to expend annual premiums during such period in excess of former officers, directors and employees 200% of the Companyper annum rate of the aggregate annual premium currently paid by the Company for such insurance on the date of this Agreement, except to provided that if the extent annual premium for such insurance shall exceed such 200% in any such amendment may be required by applicable law. In the event that Buyer or year, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided further that in the event Parent shall, directly or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers indirectly, sell all or substantially all of its properties and the assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns or capital stock of Buyer or the Surviving Corporation, as the case may beprior to such sale, Parent shall either assume all such obligation or cause a Subsidiary of Parent having a net worth substantially equivalent to, or in excess of the net worth of, the Surviving Corporation immediately prior to such sale to assume such obligation. Parent shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees, incurred by any Person to enforce the obligations set forth in of Parent and Surviving Corporation under this Section 6.026.06.

Director and Officer Liability. (a) For seven six years after the Effective Time, Buyer willParent shall, and will shall cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former officers, directors directors, employees and employees agents of the Company against all costs and expenses (including attorneys' fees and expenses)each, losses, claims, damages or liabilities of any kind or nature an “Indemnified Person”) in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement Agreement, the Merger and the other transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws Applicable Law and (ii) promptly advance to such Indemnified Persons expenses incurred in defending any action, suit or other proceeding with respect thereto to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationApplicable Law. In the event any claim or claims are is asserted or made within such sevenyear six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyerclaim. For seven six years after the Effective Time, Buyer Parent will cause the Surviving Corporation to use commercially its reasonable best efforts to provide officers' ’ and directors' ’ liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Indemnified Person currently covered by the Company's ’s officers' ’ and directors' ’ liability insurance policy and fiduciary liability insurance policy policy, respectively, on terms with respect to coverage and amount no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event ; provided that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and in satisfying its obligation under this Section, Parent shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets obligated to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or cause the Surviving Corporation, as and the case Surviving Corporation shall not be obligated, to pay annual premiums in excess of $1,487,700; provided, further, that if the premiums would exceed such amount in a given year, Parent shall cause the Surviving Corporation to use its reasonable best efforts to purchase coverage that in the reasonable opinion of Parent is the best available for such amount per year; and (ii) Parent may besatisfy its obligation under this Section by causing the Surviving Corporation to obtain, at the Effective Time, prepaid (or “tail”) officers’ and directors’ liability insurance and fiduciary liability insurance policies in respect of acts or omissions occurring on or prior to the Effective Time covering each Indemnified Person currently covered by the Company’s officers’ and directors’ liability insurance policy and fiduciary liability insurance policy. Parent shall assume all cause the Surviving Corporation to indemnify and hold harmless each Indemnified Person under this Section 6.04 in respect of the obligations set forth reasonable costs and expenses incurred by such Indemnified Person in this Section 6.02enforcing his or her rights hereunder.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.10(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 200% of the Company, except amount per annum the Company paid in its last full fiscal year prior to the extent date of this Agreement (the “Current Premium”), which amount is set forth in Section 6.10(a) of the Company Disclosure Schedule, and if such premiums for such insurance would at any such amendment may be required by applicable law. In time exceed 200% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 200% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement, provided that the amount paid for such prepaid policies does not exceed 200% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations set forth in this Section 6.02thereunder.

Director and Officer Liability. For seven years (a) From and after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) shall comply with all of the Company’s and its respective Subsidiaries’ obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) (i) the present and former officers, officers and directors thereof against any and employees of the Company against all costs and or expenses (including reasonable attorneys' ’ fees and expenses), judgments, fines, losses, claims, damages damages, liabilities and amounts paid in settlement in connection with any actual or liabilities of threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with any kind or nature in respect of acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements in effect on the date hereof, including the approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and (including, without limitation, in respect ii) such persons against any and all Damages arising out of acts or omissions in connection with this Agreement and such persons serving as an officer, director or other fiduciary in any entity if such service was at the transactions contemplated hereby) to request or for the fullest extent permitted under benefit of the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action Company or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of its Subsidiaries. Parent shall, or shall cause the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective TimeSurviving Corporation to, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or obtain prior to the Effective Time covering each such Person currently covered by “tail” insurance policies with a claims period of at least six (6) years from the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms Effective Time with respect to directors’ and officers’ liability insurance with an amount of coverage equal to 150% of the amount of coverage under the directors’ and amount officers’ liability insurance policies maintained on the date hereof by the Company and its respective Subsidiaries (the “Current Policies”), and with such other terms that are no less than favorable in any material respect than those of the Current Policies; provided that the Company shall use its commercially reasonable efforts to increase such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change amount to 300% prior to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02Closing Date.

Director and Officer Liability. For seven years From and after the Effective Time, Buyer will, and will cause the Surviving Corporation toshall indemnify, (i) indemnify defend and hold harmless to the fullest extent permitted by Law the present and former officers, officers and directors and employees of the Company and its Subsidiaries against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature damages, fines, penalties and liability in respect of acts or omissions occurring at or prior to the Effective Time including amounts paid in settlement or compromise with the approval of the Parent (which approval shall not be unreasonably withheld or delayed). Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time (including, without limitationnow existing in favor of the current and former officers and directors of the Company as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Schedule 6.06 of the Company Disclosure Letter, in respect each case in effect as of acts or omissions in connection with this Agreement the date hereof, shall survive the Merger and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any in full force and all such claims. Any determination required to be made effect in accordance with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person their terms and Buyerwithout amendment thereof. For seven at least six years after the Effective Time, Buyer the Parent will use commercially reasonable efforts to cause Merger Subsidiary to, and Surviving Corporation will, without any lapse in coverage, provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period; provided, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of that the Surviving Corporation which would adversely affect the indemnification rights shall not be obligated to expend annual premiums during such period in excess of former officers, directors and employees 200% of the Companyper annum rate of the aggregate annual premium currently paid by the Company for such insurance on the date of this Agreement, except to provided that if the extent annual premium for such insurance shall exceed such 200% in any such amendment may be required by applicable law. In the event that Buyer or year, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided further that in the event Parent shall prior to the sixth anniversary of the Effective Time, directly or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers indirectly, sell all or substantially all of its properties and the assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns or capital stock of Buyer or the Surviving Corporation, as the case may beprior to such sale, Parent shall either assume all such obligation or cause a Subsidiary of Parent having a net worth substantially equivalent to, or in excess of the net worth of, the Surviving Corporation immediately prior to such sale to assume such obligation. Parent shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney’s fees, incurred by any Person to enforce the obligations set forth in of Parent and Surviving Corporation under this Section 6.026.06.

Director and Officer Liability. For seven six years after the Effective Time, Buyer will, and Tek will cause the Surviving Corporation to, (i) to indemnify and hold harmless the present and former officers, officers and directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature DSNC in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted provided under DSNC's Articles of Incorporation and Bylaws in effect on the Company's certificate of incorporation and bylaws date hereof; PROVIDED, that such indemnification shall (i) be subject to any limitations imposed from time to time under applicable law that pursuant to such law are applicable to such indemnification, and (ii) to the fullest extent permitted under applicable law, advance to continue beyond such Persons fees and expenses incurred in defending any action or suit six year period with respect to which indemnity may be available under claims filed prior to, and unresolved at, the Company's certificate end of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven six years after the Effective Time, Buyer Tek will use commercially reasonable efforts cause the Surviving Corporation to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the CompanyDSNC's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer hereof with a policy coverage amount of $1 MILLION; PROVIDED, that Tek may satisfy substitute therefor policies of at least the same coverage containing terms that are no less favorable to the extent such obligation by purchasing officer's liability insurance can be maintained at an aggregate cost to Tek not greater than $255,000 in total premiums for such officers' and directors' liability and fiduciary liability run-off coverage insurance over the course of such six year period; PROVIDED, FURTHER, that if such insurance cannot be so maintained or obtained at such cost, Tek shall maintain or obtain as much of such insurance for each such person as can be so maintained or obtained at an aggregate cost of $255,000 in total premiums for such seven-officers' and directors' liability insurance over the course of such six year period. During such seven-year periodAny counsel retained in connection with the provisions of this Section 5.17 shall be chosen by Tek, Buyer which counsel shall not cause or permit any amendment or other change be reasonably satisfactory to the articles indemnitees and only one law firm shall be retained with respect to any single action unless there is, under applicable standards of incorporation professional conduct, a conflict on any significant issue between the positions of any two or bylaws of more indemnitees. Tek will cause the Surviving Corporation which would adversely affect to pay the indemnification rights reasonable fees and expenses of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable lawcounsel. In the event that Buyer or Neither Tek nor the Surviving Corporation or will be liable for any of their respective successors or assigns settlement effected without its written consent (i) consolidates with or merges into any other Person and shall which consent will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02unreasonable withheld).

Director and Officer Liability. For seven years (a) From and after the Effective Time, Buyer will, and will Parent shall cause the Surviving Corporation to, (i) to honor all of the Company’s obligations to indemnify and hold harmless the present and former officers, officers and directors and employees of the Company against in respect of acts or omissions occurring at or prior to the Effective Time to the extent provided under the Company Articles of Incorporation and the Company By-laws and other indemnity arrangements in effect on the date hereof (to the fullest extent permitted by applicable Law), and shall not amend (in a manner adverse to such present and former officers and directors) the provisions relating to indemnification, exculpation or the liability of directors in the Company Articles of Incorporation or the Company By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification to the extent that it is ultimately determined that such indemnification is prohibited under applicable Law. In respect of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnification, the Surviving Corporation shall advance to such person all reasonable costs and expenses incurred by him or her within twenty (including attorneys' fees 20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain the current policies of officers’ and expensesdirectors’ liability insurance maintained by the Company (the “Current Policies”) (provided that the Surviving Corporation may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the “Replacement Policies”), losses, claims, damages or liabilities of any kind or nature ) in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount such Current Policies; provided, however, that in no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer event shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights be required to expend, per annum, in excess of former officers, directors and employees 200% of the Company, except to annual premium currently paid by the extent any Company for such amendment may be required by applicable law. In the event that Buyer coverage (or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity such coverage as is available for 200% of such consolidation annual premium); provided, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or merger former officer or (ii) transfers all or substantially all of its properties and assets to any persondirector, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the case may be, shall assume all portion of the obligations premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase “tail” insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 6.027.1 shall be prepaid at the Effective Time and shall be non-cancelable.

Director and Officer Liability. For seven six years after the Effective Time, Buyer will, and Alydaar will cause the Surviving Corporation to, (i) to indemnify and hold harmless the present and former officers, officers and directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature DSNC in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted provided under DSNC's Articles of Incorporation and Bylaws in effect on the Company's certificate of incorporation and bylaws date hereof; provided that such indemnification shall (i) be subject to any limitations imposed from time to time under applicable law that pursuant to such law are applicable to such indemnification, and (ii) to the fullest extent permitted under applicable law, advance to continue beyond such Persons fees and expenses incurred in defending any action or suit six year period with respect to which indemnity may be available under claims filed prior to, and unresolved at, the Company's certificate end of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven six years after the Effective Time, Buyer Alydaar will use commercially reasonable efforts cause the Surviving Corporation to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the CompanyDSNC's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer hereof with a policy coverage amount of $1 million; provided that Alydaar may satisfy substitute therefor policies of at least the same coverage containing terms that are no less favorable to the extent such obligation by purchasing officer's liability insurance can be maintained at an aggregate cost to Alydaar not greater than $255,000 in total premiums for such officers' and directors' liability and fiduciary liability run-off coverage insurance over the course of such six 36 42 year period; provided, further, that if such insurance cannot be so maintained or obtained at such cost, Alydaar shall maintain or obtain as much of such insurance for each such person as can be so maintained or obtained at an aggregate cost of $255,000 in total premiums for such seven-officers' and directors' liability insurance over the course of such six year period. During such seven-year periodAny counsel retained in connection with the provisions of this Section 5.17 shall be chosen by Alydaar, Buyer which counsel shall not cause or permit any amendment or other change be reasonably satisfactory to the articles indemnitees and only one law firm shall be retained with respect to any single action unless there is, under applicable standards of incorporation professional conduct, a conflict on any significant issue between the positions of any two or bylaws of more indemnitees. Alydaar will cause the Surviving Corporation which would adversely affect to pay the indemnification rights reasonable fees and expenses of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable lawcounsel. In the event that Buyer or Neither Alydaar nor the Surviving Corporation or will be liable for any of their respective successors or assigns settlement effected without its written consent (i) consolidates with or merges into any other Person and shall which consent will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02unreasonable withheld).

Director and Officer Liability. For seven years Parent agrees that at all times after the Effective Time, Buyer willit shall indemnify each person who is now, or has been at any time prior to the date hereof, a director, officer or manager of the Company or of any of its subsidiaries (individually an "INDEMNIFIED PARTY" and will collectively the "INDEMNIFIED PARTIES"), to the fullest extent permitted by law, with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense (including reasonable fees and expenses of legal counsel), whenever asserted or claimed, based in whole or in part on, or arising in whole or in part out of, any facts or circumstances occurring at or prior to the Effective Time whether commenced, asserted or claimed before or after the Effective Time, including liability arising under the 1933 Act, the 1934 Act or state law. Parent shall, or shall cause the Surviving Corporation to, (i) indemnify maintain in effect for not less than six years after the Effective Time the current policies of directors' and hold harmless the present and former officers, directors and employees of ' liability insurance maintained by the Company against all costs and expenses its subsidiaries on the date hereof (including attorneys' fees provided that Parent may substitute therefor policies with reputable and expenses), losses, claims, damages financially sound carriers having at least the same coverage and amounts thereof and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as the insured) with respect to facts or liabilities of any kind circumstances occurring at or nature in respect of acts or omissions occurring prior to the Effective Time to the extent that such liability insurance can be maintained annually at a cost to Parent not greater than 200 percent of the current annual premium for the current Company directors' and officers' liability insurance; provided that if such insurance cannot be so maintained or obtained at such costs, Parent shall maintain or obtain as much of such insurance as can be so maintained or obtained at a cost equal to 200 percent of the current annual premium of the Company for such insurance. Parent agrees to pay all expenses (includingincluding fees and expenses of counsel) that may be incurred by any Indemnified Party in successfully enforcing the indemnity or other obligations under this Section 7.03. The rights under this Section 7.03 are in addition to rights that an Indemnified Party may have under the certificate of incorporation, without limitationbylaws, in respect or other similar organizational documents of acts the Company or omissions in connection with any of its subsidiaries or the Delaware Law. The rights under this Agreement Section 7.03 shall survive consummation of the Merger and are expressly intended to benefit each Indemnified Party. Parent agrees to cause the transactions contemplated herebySurviving Corporation and any of its subsidiaries (or their successors) to maintain in effect for a period of six years provisions in its certificate of incorporation or bylaws or similar organizational documents providing for indemnification and exculpation of Indemnified Parties, with respect to facts or circumstances occurring at or prior to the fullest Effective Time, to the extent permitted under set forth in the Company's certificate of incorporation and bylaws and (ii) to as of the fullest extent permitted under applicable lawdate hereof; provided that the foregoing shall not in any way restrict or preclude any sale, advance to such Persons fees and expenses incurred in defending any action liquidation or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect dissolution of any such claim or claims shall continue until disposition subsidiary of Parent at any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years time after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02.

Director and Officer Liability. For seven six years after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) indemnify i)indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate Companys Articles of incorporation Incorporation and bylaws Bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate Companys Articles of incorporation Incorporation or bylaws Bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear six year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven six years after the Effective Time, Buyer will use commercially its reasonable best efforts to provide officers' officers and directors' directors liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' Companys officers and directors' directors liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies in effect on the date hereof; provided that in satisfying its obligation under this Section, Buyer shall not be obligated to pay annual premiums in excess of $127,500; provided further that if the premiums would exceed such amount in a given year, Buyer shall use its reasonable best efforts to purchase coverage that in the reasonable opinion of Buyer is the best available for such amount per year. Buyer may satisfy such obligation by purchasing officer's officers and directors' directors liability and fiduciary liability run-off coverage for such sevensix-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02.

Director and Officer Liability. For seven years after the Effective Time, Buyer will, and will cause the (a) The Surviving Corporation to, (i) shall honor all of the Company's obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) the present and former officers, officers and directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted provided under the Company's certificate articles of incorporation and bylaws in effect on the date hereof, and (ii) to such obligations shall survive the fullest extent permitted under Merger and shall continue in full force and effect in accordance with the terms of the Surviving Corporation's articles of incorporation and bylaws, from the Effective Time until the expiration of the applicable law, advance to such Persons fees and expenses incurred in defending any action or suit statue of limitations with respect to which indemnity may be available under the Company's certificate any claims against such directors or officers arising out of incorporation such acts or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined omissions; provided that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyersubject to any limitation imposed from time to time under applicable Law. For seven a period of three (3) years after the Effective Time, Buyer will use commercially reasonable efforts the Surviving Corporation shall cause to provide be maintained the current policies of officers' and directors' liability insurance maintained by the Company (the "CURRENT POLICIES") (provided that the Surviving Corporation may substitute therefor policies with reputable and fiduciary liability insurance financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the "REPLACEMENT POLICIES")) in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount such Current Policies; provided, however, that in no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of event will the Surviving Corporation which would adversely affect be required to expend in excess of 150% of the indemnification rights annual premium currently paid by the Company for such coverage (or such coverage as is available for 150% of former officers, directors and employees such annual premium); provided further that if the annual premium required to cause the Current Policies to be maintained as provided in this SECTION 8.2(a) exceeds 150% of the annual premium currently paid by the Company, except any present or former officer or director of the Company who desires to be covered by the extent any Current Policies may so elect and shall be covered by the Current Policies so long as such amendment may be required by applicable law. In former officer or director pays the event that Buyer or portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets is obligated to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in pay pursuant to this Section 6.02SECTION 8.2(a).

Director and Officer Liability. For seven years after (a) Prior to the Effective TimeClosing, Buyer will, and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs shall use its reasonable efforts to purchase (in consultation with Parent) a “tail” or “runoff” officers’ and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six (including, without limitation, 6) year period following the Closing and at a price not to exceed 300% of the amount per annum the Company paid in respect its last full fiscal year prior to the date of acts this Agreement (the “Current Premium”). If the Company or omissions Parent obtains prepaid “tail” or “runoff” policies prior to the Effective Time in connection accordance with this Agreement Section 6.09(a), the Surviving Corporation shall, and Parent shall cause the transactions contemplated herebySurviving Corporation to, maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to Closing, then either (i) to Parent may purchase such “tail” or “runoff” policy on behalf of the fullest extent permitted under Company or the Company's certificate of incorporation and bylaws and Surviving Corporation or (ii) to the fullest extent permitted under applicable lawSurviving Corporation shall, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under Parent shall cause the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of Surviving Corporation to, maintain an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' ’ and directors' ’ liability insurance and fiduciary liability insurance policy in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on as of the date hereof. Buyer may satisfy such of this Agreement for a period of six (6) years after the Effective Time; provided further, that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.09(a)(ii), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 300% of the CompanyCurrent Premium and if such premiums for such insurance would at any time exceed 300% of the Current Premium, except to the extent any such amendment may be required by applicable law. In the event that Buyer then Parent or the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer Parent or the Surviving Corporation’s good faith judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 300% of the obligations set forth in this Section 6.02Current Premium.

Director and Officer Liability. For seven years (a) From and after the Effective Time, Buyer will, each of Parent and will cause the Surviving Corporation toshall indemnify, (i) indemnify defend and hold harmless to the fullest extent permitted by Law the present and former officers, officers and directors and employees of the Company and its Subsidiaries against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature damages, fines, penalties and liability in respect of acts or omissions occurring at or prior to the Effective Time including amounts paid in settlement or compromise with the approval of the Parent (which approval shall not be unreasonably withheld, delayed or conditioned). Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time (includingnow existing in favor of the current and former officers and directors of the Company as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. From the Effective Time through the sixth anniversary thereof, the Parent will cause Merger Subsidiary to, and Surviving Corporation will, without limitationany lapse in coverage, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period; provided, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of that the Surviving Corporation which would adversely affect the indemnification rights shall not be obligated to expend annual premiums during such period in excess of former officers, directors and employees 400% of the Companyper annum rate of the aggregate annual premium currently paid by the Company for such insurance on the date of this Agreement, except to provided that if the extent annual premium for such insurance shall exceed such 400% in any such amendment may be required by applicable law. In the event that Buyer or year, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided further that in the event Parent shall prior to the sixth anniversary of the Effective Time, directly or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers indirectly, sell all or substantially all of its properties and the assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns or capital stock of Buyer or the Surviving Corporation, as the case may beprior to such sale, Parent shall either assume all such obligation or cause a Subsidiary of Parent having a net worth substantially equivalent to, or in excess of the net worth of, the Surviving Corporation immediately prior to such sale to assume such obligation. Parent shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney’s fees, incurred by any Person to enforce the obligations set forth in of Parent and Surviving Corporation under this Section 6.026.6(a).

Director and Officer Liability. For seven years after (a) Prior to the Effective Time, Buyer will, the Company shall obtain and will cause fully pay the Surviving Corporation to, (i) indemnify premium for the non-cancellable extension of the directors’ and hold harmless officers’ liability coverage of the Company’s present and former directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses“D&O Insurance”), losses, claims, damages in each case for a claims reporting or liabilities discovery period of any kind or nature in respect of acts or omissions occurring prior to at least six (6) years from and after the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights related to indemnification in respect any period of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on time at or prior to the Effective Time covering each such Person currently covered by from an insurance carrier with the same or better credit rating as the Company's officers' and directors' liability ’s current insurance policy and fiduciary liability insurance policy on terms carrier with respect to coverage D&O Insurance with terms, conditions, retentions and amount limits of liability that are no less favorable in than the coverage provided under the Company’s existing policies. If the Company for any material respect than those of reason fails to obtain such “tail” insurance policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws as of the Effective Time, the Surviving Corporation which would adversely affect Company shall continue to maintain in effect, for a period of at least six (6) years from and after the indemnification rights of former officersEffective Time, directors and employees the D&O Insurance in place as of the Effective Time with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, except to conditions, retentions and limits of liability that are no less favorable than the extent any such amendment may be required by applicable law. In coverage provided under the event that Buyer Company’s existing policies as of the Effective Time, or the Surviving Corporation Company shall purchase from the Company’s current insurance carrier or any from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance comparable D&O Insurance for such six (6)-year period with terms, conditions, retentions and limits of their respective successors or assigns liability that are no less favorable than as provided in the Company’s existing policies as of the Effective Time; provided that in no event shall the Surviving Company be required to expend for such policies pursuant to this sentence an annual premium amount in excess of three hundred percent (i300%) consolidates with or merges into any other Person of the premium amount per annum for the Company’s existing policies; and shall not be provided, further, that if the continuing or surviving corporation or entity aggregate premiums of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance coverage exceed such amount, then, and in each such case, proper provision the Surviving Company shall be made so that obligated to obtain a policy with the successors and assigns of Buyer or greatest coverage available, with respect to matters occurring prior to the Surviving CorporationEffective Time, as the case may be, shall assume all of the obligations set forth in this Section 6.02for a cost not exceeding such amount.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer will, and will Parent shall cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable lawSurviving Corporation shall, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide maintain officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on at or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such of this Agreement; provided, however, that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.09(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights shall not be obligated to pay annual premiums in excess of former officers, directors and employees 300% of the Company, except amount per annum the Company paid in its last full fiscal year prior to the extent date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any such amendment may be required by applicable law. In time exceed 300% of the event that Buyer or Current Premium, then Parent shall cause the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, thento, and in each such casethe Surviving Corporation shall, proper provision cause to be maintained policies of insurance that provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be made so deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the successors Effective Time, including, in respect of the Transactions, and assigns of Buyer or which it is hereby acknowledged by Parent are permitted to be obtained by the Company at any time prior to the Effective Time. If such prepaid policies have been obtained prior to the Effective Time, Parent shall cause the Surviving CorporationCorporation to, as and the case may beSurviving Corporation shall, shall assume all of maintain such policies in full force and effect for their full term, and continue to honor the obligations set forth in this Section 6.02thereunder.

Director and Officer Liability. For seven years (a) The Surviving Corporation shall, and after the Effective Time, Buyer will, and will Time Parent shall cause the Surviving Corporation to, (i) comply with all of the Company's and its respective Subsidiaries' obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) the present and former officers, officers and directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature thereof in respect of acts or omissions occurring prior to or at the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted provided under the Company's certificate or such Subsidiaries' respective organizational and governing documents in effect on the date hereof, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with the terms of the Surviving Corporation's articles of incorporation and bylaws and (ii) to from the fullest extent permitted under Effective Time until the expiration of the applicable law, advance to such Persons fees and expenses incurred in defending any action or suit statue of limitations with respect to which indemnity may be available under the Company's certificate any claims against such directors or officers arising out of incorporation such acts or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claimsomissions. Any determination required to be made with respect to whether any the conduct of an individual seeking indemnification has complied with the foregoing Persons is entitled to indemnification as standards set forth above under applicable Law shall be made by independent legal counsel selected mutually by acceptable to the Surviving Corporation and such Person and Buyerindividual. For seven a period of six years after the Effective Time, Buyer will use commercially reasonable efforts the Surviving Corporation shall cause to provide be maintained in effect the current policies of officers' and directors' liability insurance maintained by the Company and fiduciary liability insurance its respective Subsidiaries (the "CURRENT POLICIES"); provided however, that the Surviving Corporation may, and in the event of the cancellation or termination of such policies the Surviving Corporation shall, substitute such policies with equally reputable and financially sound carriers and that are reasonably satisfactory to the covered persons providing at least the same coverage and amount and containing terms and conditions that are no less favorable to the covered persons (the "REPLACEMENT POLICIES") in respect of acts claims arising from facts or omissions occurring on events that existed or occurred prior to or at the Effective Time covering each such Person under the Current Policies; provided further however, that in no event will the Surviving Corporation be required to expend annually in excess of 200% of the annual premium currently covered paid by the Company's officers' and directors' liability Company for such coverage (or to provide more than that amount of coverage as is available for no more than 200% of such current annual premium); provided further however, that in lieu of the foregoing insurance policy and fiduciary liability coverage, with the consent of Parent (which consent shall not be unreasonably withheld), the Company may purchase "tail" insurance policy on terms with respect to coverage and amount that provides coverage no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02described above.

Director and Officer Liability. For seven years after After the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) will indemnify and hold harmless the present and former officers, officers and directors and employees of the Company against all costs (each an "Indemnified Person") in respect of acts or omissions occurring at or prior to the Effective Time to the extent required under Panama Law or provided under the Company's certificate of incorporation and expenses (including attorneysbylaws or any agreement any Indemnified Person may have with the Company, in each case, as in effect on the date of the Merger Agreement; provided that such indemnification will be subject to any limitation imposed from time to time under applicable law. For six years after the Effective Time, the Surviving Corporation will provide officers' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Indemnified Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereofof the Merger Agreement; provided that, in satisfying its obligation under this covenant, the Surviving Corporation will not be obligated to pay premiums in excess of 200% of the amount per annum the Company paid in its last full fiscal year. Buyer The rights of each Indemnified Person under this covenant shall be in addition to any rights such person may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to have under the articles certificate of incorporation or bylaws of the Surviving Corporation which would adversely affect Company or any of its subsidiaries, under Panama Law or under any agreement any Indemnified Person may have with the indemnification Company. These rights of former officers, directors and employees shall survive consummation of the CompanyMerger and are intended to benefit, and shall be enforceable by, each Indemnified Person. Best Efforts. Pursuant to the terms and conditions of the Merger Agreement, the Company and Parent shall use their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by the Merger Agreement. Public Announcements. The Merger Agreement provides that Parent and the Company will consult with each other before issuing any press release or making any public statement with respect to the Merger Agreement and the transactions contemplated thereby and, except to the extent any such amendment as may be required by applicable law. In the event that Buyer or the Surviving Corporation law or any of their respective successors listing agreement with any national securities exchange, will not issue any such press release or assigns (i) consolidates with or merges into make any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets public statement prior to any person, thensuch consultation. Other Parent will not, and in each such casewill cause its subsidiaries not to, proper provision shall be made so directly or indirectly, take any action to knowingly cause the Company to violate its representations, warranties or covenants under the Merger Agreement. Conditions of the Offer See "Certain Conditions of the Offer." Conditions to the Merger The Merger Agreement provides that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all obligations of the obligations set forth in this Section 6.02.Company, Parent and Purchaser to consummate the Merger are subject to the satisfaction of the following conditions:

Director and Officer Liability. (a) For seven six years after the Effective Time, Buyer will, and will Parent shall cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable lawSurviving Corporation shall, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide maintain officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on at or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy of this Agreement; provided, however, that in satisfying its obligation under this Section 6.10(a), Surviving Corporation shall not be obligated to pay annual premiums in excess of 250% of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage premiums for such seven-year period. During such seven-year periodinsurance would at any time exceed 250% of the Current Premium, Buyer then Parent shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officersto, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation shall, cause to be maintained policies of insurance that provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or any “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of their respective successors six years with respect to claims arising from facts or assigns (i) consolidates with events that occurred on or merges into any other Person and shall not be before the continuing or surviving corporation or entity Effective Time, including, in respect of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, thenthe Transactions, and which it is hereby acknowledged by Parent are permitted to be obtained by the Company at any time prior to the Effective Time so long as the Company has consulted with Parent in each advance of obtaining such casepolicies. If such prepaid policies have been obtained prior to the Effective Time, proper provision Parent shall be made so that the successors and assigns of Buyer or cause the Surviving CorporationCorporation to, as and the case may beSurviving Corporation shall, shall assume all of maintain such policies in full force and effect for their full term, and continue to honor the obligations set forth in this Section 6.02thereunder.

Director and Officer Liability. (a) For seven six years after the Effective Time, Buyer will, and Parent will cause the Surviving Corporation to, (i) to indemnify and hold harmless the present and former officers, directors directors, employees and employees agents of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature the “Indemnified Parties”) in respect of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect or arising out of acts or omissions in connection with this Agreement and pertaining to the transactions contemplated hereby) by this Agreement to the fullest extent permitted provided under the Company's certificate ’s articles of incorporation and bylaws in effect on the date hereof; and (ii) to shall pay any expenses of the fullest extent permitted under applicable lawIndemnified Parties, as incurred, in advance to of the final disposition of any such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may proceeding, provided that such indemnification shall not be available under provided in violation of applicable Laws. Parent and Surviving Corporation shall not amend the Company's certificate articles of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled Surviving Corporation to amend the indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyerprovisions therein in a manner inconsistent with this Section 6.5 for the six-year period referred to above. For seven six years after the Effective Time, Buyer Parent will cause the Surviving Corporation to use commercially reasonable its best efforts to provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect substantially similar to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such , provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.5, Buyer Parent shall not be obligated to cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights to pay premiums in excess of former officers, directors and employees 200% of the Companyamount per annum the Company paid in its last full fiscal year, except which amount has been disclosed to the extent any such amendment may be required by applicable law. In the event that Buyer or Parent, and if the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be is unable to obtain the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in insurance required by this Section 6.026.5, it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.11(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 200% of the Company, except amount per annum the Company paid in its last full fiscal year prior to the extent date of this Agreement (the “Current Premium”), which amount is set forth in Section 6.11(a) of the Company Disclosure Schedule, and if such premiums for such insurance would at any such amendment may be required by applicable law. In time exceed 200% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 200% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement, provided that the amount paid for such prepaid policies does not exceed 200% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations set forth in this Section 6.02thereunder.

Director and Officer Liability. For seven years From and after the Effective TimeBoard Appointment Date, Buyer willParent and, and will cause when applicable, the Surviving Corporation toCorporation, (i) indemnify shall indemnify, defend and hold harmless to the fullest extent permitted by Law the present and former officers, officers and directors and employees of the Company and its Subsidiaries against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature damages, fines, penalties and liability in respect of acts or omissions occurring at or prior to the Effective Time Board Appointment Date including amounts paid in settlement or compromise with the approval of the Parent (includingwhich approval shall not be unreasonably withheld, without limitation, in respect of delayed or conditioned). Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions in connection with this Agreement and the transactions contemplated hereby) occurring prior to the fullest extent permitted under Board Appointment Date now existing in favor of the current and former officers and directors of the Company as provided in the Company's certificate ’s Certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred Incorporation or Bylaws or any agreement set forth in defending any action or suit with respect to which indemnity may be available under Section 6.6 of the Company's certificate ’s Disclosure Letter, in each case in effect as of incorporation or bylaws upon receipt from each such Person to whom fees the date hereof, shall survive the Merger and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition in full force and effect in accordance with their terms and without amendment thereof. From the Board Appointment Date through the sixth anniversary of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer the Parent will use commercially reasonable efforts to cause Merger Subsidiary to, and Surviving Corporation will, without any lapse in coverage, provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period; provided, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of that the Surviving Corporation which would adversely affect the indemnification rights shall not be obligated to expend a total premium during such period in excess of former officers, directors and employees 300% of the Companyper annum rate of the aggregate annual premium currently paid by the Company for such insurance on the date of this Agreement; provided that if the amount of the total premium for such insurance shall exceed such 300%, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided further that in the event Parent shall prior to the sixth anniversary of the Effective Time, directly or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers indirectly, sell all or substantially all of its properties and the assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns or capital stock of Buyer or the Surviving Corporation, as the case may beprior to such sale, Parent shall either assume all such obligation or cause a Subsidiary of Parent having a net worth substantially equivalent to, or in excess of the net worth of, the Surviving Corporation immediately prior to such sale to assume such obligation. Parent shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney’s fees, incurred by any Person to enforce the obligations set forth in of Parent and Surviving Corporation under this Section 6.026.6.

Director and Officer Liability. (a) For seven six years after the Effective Time, Buyer willParent shall, and will shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts acts, errors or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s and the Company’s Subsidiaries’ officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on as of immediately prior to the date hereof. Buyer may satisfy Effective Time; provided, however, that the provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by either the Company or Parent, which policies provide such obligation persons currently covered by purchasing officer's and directors' liability and fiduciary liability run-off such policies with coverage for such seven-year period. During such seven-year periodan aggregate period of six years with respect to claims arising from acts, Buyer shall not cause errors or permit any amendment omissions that occurred on or other change to before the articles Effective Time, including in respect of incorporation or bylaws of the transactions contemplated by this Agreement; provided, further, that (x) in satisfying its obligation under this Section 6.11(a), neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay aggregate annual premiums in excess of former officers, directors and employees 350% of the Company, except amount paid for the policy year in effect immediately prior to the extent Effective Time (the “Maximum Premium”) and (y) the Company shall not be permitted to obtain any “tail” or “runoff” officers’ and directors’ liability insurance policies with a cost in excess of the Maximum Premium. If the aggregate premiums of any such amendment may be required by applicable law. In insurance coverage exceed the event that Buyer or Maximum Premium, then the Surviving Corporation or will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth prepaid policies described in this Section 6.026.11(a) have been obtained by the Company prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain any and all such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Director and Officer Liability. For seven years (a) The Surviving Corporation shall, and after the Effective Time, Buyer will, and will Time Parent shall cause the Surviving Corporation to, (i) comply with all of the Company's and its respective Subsidiaries' obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) the present and former officers, officers and directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature thereof in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted provided under the Company's or such Subsidiaries' respective organizational and governing documents in effect on the date hereof, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with the terms of the Surviving Corporation's certificate of incorporation and bylaws and (ii) to from the fullest extent permitted under Effective Time until the expiration of the applicable law, advance to such Persons fees and expenses incurred in defending any action or suit statue of limitations with respect to which indemnity may be available under the Company's certificate any claims against such directors or officers arising out of incorporation such acts or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claimsomissions. Any determination required to be made with respect to whether any the conduct of an individual seeking indemnification has complied with the foregoing Persons is entitled to indemnification as standards set forth above under applicable Law shall be made by independent legal counsel selected mutually by acceptable to the Surviving Corporation and such Person and Buyerindividual. For seven a period of six years after the Effective Time, Buyer will use commercially reasonable efforts the Surviving Corporation shall cause to provide be maintained in effect the current policies of officers' and directors' liability insurance maintained by the Company and fiduciary liability insurance its respective Subsidiaries (the "Current Policies"); provided however, that the Surviving Corporation may, and in the event of the cancellation or termination of such policies the Surviving Corporation shall, substitute such policies with equally reputable and financially sound carriers and that are reasonably satisfactory to the covered persons providing at least the same coverage and amount and containing terms and conditions that are no less favorable to the covered persons (the "Replacement Policies") in respect of acts claims arising from facts or omissions occurring on events that existed or occurred prior to the Effective Time covering each such Person under the Current Policies; provided further however, that in no event will the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently covered paid by the Company's officers' and directors' liability Company for such coverage (or to provide more than that amount of coverage as is available for no more than 300% of such current annual premium); provided further however, that in lieu of the foregoing insurance policy and fiduciary liability coverage, with the consent of Parent (which consent shall not be unreasonably withheld), the Company may purchase "tail" insurance policy on terms with respect to coverage and amount that provides coverage no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02described above.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.10(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 250% of the Companyamount per annum the Company paid for the twelve (12) month period ending October 13, except to 2013 (the extent “Current Premium”), which amount is set forth in Section 6.10(a) of the Company Disclosure Schedule, and if such premiums for such insurance would at any such amendment may be required by applicable law. In time exceed 250% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 250% of the obligations Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained prior to the Effective Time (and which the Company may obtain prior to the Effective Time notwithstanding any restrictions otherwise set forth in this Section 6.02Agreement other than the restrictions set forth in the proviso at the end of this sentence), which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement; provided, however, that neither the Company nor any Subsidiary of the Company shall pay more than 250% of the Current Premium for such prepaid policies without the prior written consent of Parent. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former maintain officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' ’ and directors' ’ liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such obligation hereof (with insurance carriers having at least an “A” rating by purchasing officer's A.M. Best with respect to directors’ and directors' officers’ liability insurance and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodinsurance); provided that in satisfying its obligation under this Section 6.12(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which shall be obligated to pay annual premiums in excess of Four Million Eight Hundred Thousand Dollars ($4,800,000) (the “Maximum Premium”), and if such premiums for such insurance would adversely affect at any time exceed the indemnification rights of former officersMaximum Premium, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to the Maximum Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement; provided that the amount paid for such prepaid policies does not exceed the Maximum Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations set forth in this Section 6.02thereunder.

Director and Officer Liability. For seven years After the Effective Time, the Parent will cause the Surviving Corporation to indemnify each person who is now, or has been at any time prior to the date hereof, a director or officer of the Company (individually an "Indemnified Party" and collectively the "Indemnified Parties"), to the fullest extent permitted by law, with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense (including reasonable fees and expenses of legal counsel), whenever asserted or claimed, based in whole or in part on, or arising in whole or in part out of, any facts or circumstances occurring at or prior to the Effective Time whether commenced, asserted or claimed before or after the Effective Time, Buyer willincluding liability arising under the 1933 Act, and will the 1934 Act or state law. Parent shall, or shall cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature maintain in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is effect for not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven less than three years after the Effective Time, Buyer will use commercially reasonable efforts to provide officersTime the current policies of directors' and directorsofficers' liability insurance maintained by the Company and fiduciary liability insurance in its subsidiaries on the date hereof (provided that Parent may substitute therefor policies with reputable and financially sound carriers having at least the same coverage and amounts thereof and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as the insured) with respect of acts to facts or omissions circumstances occurring on at or prior to the Effective Time covering each to the extent that such Person currently covered by liability insurance can be maintained annually at a cost to Parent not greater than 150% of the Company's current annual premium for the current Company directors' and officers' and directors' liability insurance; provided that if such insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those cannot be so maintained or obtained at such costs, Parent shall maintain or obtain as much of such policies insurance as can be so maintained or obtained at a cost equal to 150% of the current annual premium of the Company for such insurance. Parent agrees to pay all expenses (including fees and expenses of counsel) that may be incurred by any Indemnified Party in successfully enforcing the indemnity or other obligations under this Section 7.03. The rights under this Section 7.03 are in addition to rights that an Indemnified Party may have under the articles of incorporation, bylaws, or other similar organizational documents of the Company or any of its subsidiaries or Pennsylvania Law. The rights under this Section 7.03 shall survive consummation of the Merger and are expressly intended to benefit each Indemnified Party. Parent agrees to cause the Surviving Corporation and any of its subsidiaries (or their successors) to maintain in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the a period of six years provisions in its articles of incorporation or bylaws or similar organizational documents providing for indemnification and exculpation of Indemnified Parties, with respect to facts or circumstances occurring at or prior to the Surviving Corporation which would adversely affect the indemnification rights of former officersEffective Time, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02the Company's articles of incorporation and bylaws as of the date hereof; provided that the foregoing shall not in any way restrict or preclude any sale, liquidation or dissolution of any subsidiary of Parent at any time after the Effective Time.

Director and Officer Liability. For seven years (a) From and after the Effective Time, Buyer will, and agrees that it will cause the Surviving Corporation to, (i) indemnify and hold harmless the each present and former officers, directors director and employees officer of the Company and its Subsidiaries, determined as of the Effective time (the "Indemnified Parties"), against all any costs and or expenses (including attorneys' fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of any kind matters existing or nature in respect of acts occurring at or omissions occurring prior to the Effective Time (includingTime, without limitationwhether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Delaware law and its Certificate of Incorporation or Bylaws in respect of acts or omissions in connection with this Agreement effect on the date hereof to indemnify such person, and the transactions contemplated hereby) Buyer shall also advance expenses as incurred to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and BuyerBy-Laws. For seven six years after the Effective Time, Buyer will use commercially reasonable efforts cause the Surviving Corporation to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such , provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section, Buyer shall not be obligated to cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights to pay premiums in excess of former officers, directors and employees 125% of the Companyamount per annum the Company paid as of the date hereof, except which amount has been disclosed to Buyer (the extent any "Maximum Premium"). If such amendment may insurance coverage cannot be required by applicable law. In obtained at all, or can only be obtained at an annual premium in excess of the event that Maximum Premium, Buyer or shall cause the Surviving Corporation or any to maintain the most advantageous policies of their respective successors or assigns (i) consolidates with or merges into any other Person directors' and shall not be officers' liability insurance for an annual premium equal to the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02Maximum Premium.

Director and Officer Liability. For seven years after (a) Prior to the Effective TimeClosing, Buyer will, and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs shall use its reasonable best efforts to purchase (in consultation with Parent) a “tail” or “runoff” officers’ and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six (including, without limitation, 6) year period following the Closing and at a price not to exceed three hundred percent (300%) of the amount per annum the Company paid in respect its last full fiscal year prior to the date of acts this Agreement (the “Current Premium”). If the Company or omissions Parent obtains prepaid “tail” or “runoff” policies prior to the Effective Time in connection accordance with this Agreement Section 6.09(a), the Surviving Corporation shall, and Parent shall cause the transactions contemplated herebySurviving Corporation to, maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to Closing, then either (i) to Parent may purchase such “tail” or “runoff” policy on behalf of the fullest extent permitted under Company or the Company's certificate of incorporation and bylaws and Surviving Corporation or (ii) to the fullest extent permitted under applicable lawSurviving Corporation shall, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under Parent shall cause the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of Surviving Corporation to, maintain an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' ’ and directors' ’ liability insurance and fiduciary liability insurance policy in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on as of the date hereof. Buyer may satisfy such of this Agreement for a period of six (6) years after the Effective Time; provided further, that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.09(a)(ii), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees three hundred percent (300%) of the CompanyCurrent Premium and if such premiums for such insurance would at any time exceed three hundred percent (300%) of the Current Premium, except to the extent any such amendment may be required by applicable law. In the event that Buyer then Parent or the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer Parent or the Surviving Corporation’s good faith judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to three hundred percent (300%) of the obligations set forth in this Section 6.02Current Premium.

Director and Officer Liability. For seven years (a) From and after the Effective Timeconsummation of the Merger, Buyer Parent will, and will cause the Surviving Corporation to, fulfill and honor in all respects the obligations of the Company pursuant to (i) indemnify each indemnification agreement in effect between the Company and hold harmless the present and former officers, directors and employees each person who is or was a director or officer of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages at or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect copies of acts or omissions in connection with this Agreement which have been made available to Parent) and the transactions contemplated hereby(ii) to the fullest extent permitted any indemnification provisions under the Company's certificate Restated Certificate of incorporation and bylaws Incorporation or By-laws as each is in effect on the date hereof (the persons to be indemnified pursuant to the agreements or provisions referred to in clauses (i) and (ii) of this Section 6.7, together with their heirs, shall be referred to as, individually, the fullest extent permitted under applicable law, advance to such Persons fees "INDEMNIFIED PARTY"). The Certificate of Incorporation and expenses incurred in defending any action or suit By-laws of the Surviving Corporation shall contain the provisions with respect to which indemnity may be available under indemnification and exculpation from liability set forth in the Company's certificate Restated Certificate of incorporation Incorporation and By-laws on the date of this Agreement, which provisions shall not be amended, repealed or bylaws upon receipt from each such Person to whom fees and expenses are advanced otherwise modified for a period of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined six years after the Effective Time in any manner that such Person is not entitled to indemnification. In would adversely affect the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect thereunder of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and BuyerIndemnified Party. For seven six years after the Effective Time, Buyer will use commercially reasonable efforts to Parent shall provide officers' and directors' liability insurance and fiduciary liability insurance 42 48 in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect substantially similar to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided, that, in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section, Buyer Parent shall not cause or permit any amendment or other change be obligated to pay premiums in excess of 150% of the articles of incorporation or bylaws of amount per annum the Company paid in its last full fiscal year, which amount has been disclosed to Merger Sub, and if the Surviving Corporation which would adversely affect is unable to obtain the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be insurance required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and this Section, it shall not be the continuing or surviving corporation or entity of obtain as much comparable insurance as possible for an annual premium equal to such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02maximum amount.

Director and Officer Liability. (a) For seven ten (10) years after the Effective Time, Buyer will, shall cause to be maintained officers’ and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts acts, errors or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on immediately prior to the date hereof. Buyer may satisfy such Effective Time; provided, however, that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 5.11(a), Buyer shall not cause or permit any amendment or other change be obligated to the articles pay annual premiums in excess of incorporation or bylaws 350% of the Surviving Corporation which amount paid in the policy year immediately preceding the Effective Time (the “Current Premium”) and if such premiums for such insurance would adversely affect the indemnification rights of former officers, directors and employees at any time exceed 350 of the CompanyCurrent Premium, except then Buyer shall cause to be maintained policies of insurance that, in Buyer’s good faith judgment, provide the extent any maximum coverage available at an annual premium equal to 350% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to or after the Effective Time, which policies provide such amendment persons currently covered by such policies with coverage for an aggregate period of up to ten (10) years with respect to claims arising from acts, errors or omissions that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided that such premiums for such insurance do not exceed 350% of the Current Premium with respect to each such coverage. The Company may be required by applicable law. In the event that Buyer also purchase prepaid “tail” or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into “runoff” policies for any other Person “claims-made” liability insurance coverage, including employment practices liability, professional liability and cyber and data security liability coverages; provided that such premiums for such insurance do not exceed 350% of the amount paid in the policy year immediately preceding the Effective Time with respect to each such coverage (“Other Tail Premium”), and if such premiums for such insurance exceed 350% of the Other Tail Premium with respect to each such coverage, then the Company may procure prepaid “tail” or “runoff” policies that, in the Company’s good faith judgment (following consultation with and the prior written approval of Buyer (which consent shall not be the continuing unreasonably withheld, conditioned or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, thendelayed, and in each such case, proper provision provided that Buyer shall be made so that deemed to have consented if it provides no written response within five (5) Business Days after a written request by the successors and assigns Company for such consent in compliance with the terms of Buyer or Section 8.01)), provide the Surviving Corporation, as the case may be, shall assume all of the obligations set forth maximum coverage available with such limit. If any such prepaid policies described in this Section 6.025.11(a) have been obtained by the Company prior to the Effective Time, then Buyer shall cause to be maintained any and all such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Director and Officer Liability. (a) From and after the Effective Time, Holdco will, and will cause the surviving corporation in the Company Merger to, fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its present or former officers, directors and employees immediately prior to the Effective Time (the "Indemnified Parties"), subject to applicable Law. For seven five years after the Effective Time, Buyer will, and Holdco will cause the Company Surviving Corporation to, (i) to indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature Indemnified Parties in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted provided under the Company's certificate of incorporation and bylaws and (ii) to in effect on the fullest extent permitted under applicable lawdate hereof, advance to such Persons fees and expenses incurred which provisions will not be amended, repealed or otherwise modified for a period of five years from the Effective Time in defending any action or suit with respect to which indemnity may be available under manner that would adversely affect the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any thereunder of the foregoing Persons Indemnified Parties, unless such modification is entitled to indemnification as set forth above shall be made required by independent legal counsel selected mutually by such Person and BuyerLaw. For seven a period of five years after the Effective Time, Buyer will use commercially reasonable efforts Holdco shall cause to provide officersbe maintained in effect the policies of directors' and directorsofficers' liability insurance currently maintained by the Company for the benefit of those persons who are covered by such policies (or Holdco and/or the Company Surviving Corporation may substitute therefor run-off or tail policy or endorsement policies with a reputable insurance company covering on substantially the same terms and fiduciary liability insurance in respect conditions claims arising out of acts or omissions conduct occurring on or prior to the Effective Time covering each such Person asserted within the five year period after the Effective Time); provided, however, that in no event shall Holdco and/or the Company Surviving Corporation be required to expend on an annual basis in excess of 150 percent of the annual premium currently covered paid by the Company's officersCompany for such coverage, and provided further, that if the annual premium for such coverage exceeds such annual amount, Holdco and/or the Company Surviving Corporation shall purchase a policy with the greatest coverage available for such 150 percent of the current annual premium, and provided further that if certain elements of coverage of such directors' and directorsofficers' liability insurance policy are not being made available by national directors and fiduciary liability officers insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies in effect on carriers after the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodEffective Time, Buyer shall not cause or permit any amendment or other change to then neither Holdco nor the articles of incorporation or bylaws of the Company Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may will be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of to provide such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02coverage.

Director and Officer Liability. For seven years after the Effective Time, Buyer will, and will cause the (a) The Surviving Corporation to, (i) shall honor all of the Company's obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) the present and former officers, officers and directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted provided under the Company's certificate articles of incorporation and bylaws in effect on the date hereof, and (ii) to such obligations shall survive the fullest extent permitted under Merger and shall continue in full force and effect in accordance with the terms of the Surviving Corporation's articles of incorporation and bylaws, from the Effective Time until the expiration of the applicable law, advance to such Persons fees and expenses incurred in defending any action or suit statue of limitations with respect to which indemnity may be available under the Company's certificate any claims against such directors or officers arising out of incorporation such acts or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined omissions; provided that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyersubject to any limitation imposed from time to time under applicable Law. For seven a period of three (3) years after the Effective Time, Buyer will use commercially reasonable efforts the Surviving Corporation shall cause to provide be maintained the current policies of officers' and directors' liability insurance maintained by the Company (the "CURRENT POLICIES") (provided that the Surviving Corporation may substitute therefor policies with reputable and fiduciary liability insurance financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the "REPLACEMENT POLICIES")) in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount such Current Policies; provided, however, that in no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of event will the Surviving Corporation which would adversely affect be required to expend in excess of 150% of the indemnification rights annual premium currently paid by the Company for such coverage (or such coverage as is available for 150% of former officers, directors and employees such annual premium); provided further that if the annual premium required to cause the Current Policies to be maintained as provided in this Section 8.2(a) exceeds 150% of the annual premium currently paid by the Company, except any present or former officer or director of the Company who desires to be covered by the extent any Current Policies may so elect and shall be covered by the Current Policies so long as such amendment may be required by applicable law. In former officer or director pays the event that Buyer or portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets is obligated to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in pay pursuant to this Section 6.028.2(a).

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.10(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 200% of the Company, except amount per annum the Company paid in its last full fiscal year prior to the extent date of this Agreement (the “Current Premium”), which amount is set forth in Section 6.10(a) of the Company Disclosure Schedule, and if such premiums for such insurance would at any such amendment may be required by applicable law. In time exceed 200% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 200% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained prior to the Effective Time (and which the Company may obtain prior to the Effective Time), which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims in respect of acts or omissions that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement; provided, however, that neither the Company nor any Subsidiary of the Company shall pay more than 225% of the Current Premium for such prepaid policies without the prior written consent of Parent. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations set forth in this Section 6.02thereunder.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former shall maintain officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such of this Agreement; provided, however, that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.07(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation shall not be obligated to pay aggregate premiums in excess of two hundred fifty percent (250%) of its most recent annual renewal prior to the date of this Agreement (the “Current Premium”) and, if such aggregate premiums for such insurance would exceed two hundred fifty percent (250%) of the Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available for an aggregate premium equal to two hundred fifty percent (250%) of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by Parent, the Company prior to the Effective Time or by the Surviving Corporation at or after the Effective Time, which would adversely affect the indemnification rights of former officers, policies provide such directors and employees officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the CompanyTransactions, except provided, however, that the amount paid for such prepaid policies shall not exceed two hundred fifty percent (250%) of the Current Premium without the prior written consent of Parent and, for the avoidance of doubt, such policies that obtain the maximum amount of coverage available for such premium amount shall nevertheless be deemed to satisfy the provisions of the immediately preceding sentence. In the event that, within sixty (60) days following the date hereof, Parent provides written notice to the extent any Company either (i) requesting that the Company obtain such amendment may tail or runoff policies, the Company shall obtain and fully pay the premium (in an amount not to exceed two hundred fifty percent (250%) of the Current Premium) for such tail or runoff policies at or prior to the Effective Time, or (ii) confirming that Parent or the Surviving Corporation shall obtain such tail or runoff policies, the Company shall cooperate with Parent to arrange for such policies to be required by applicable lawso obtained. In the event that Buyer or Parent fails to provide either such written notice within sixty (60) days following the Surviving Corporation or any date hereof or, in the case of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or an election under clause (ii), fails to obtain such policies at least ten (10) transfers all or substantially all of its properties Business Days prior to the Closing, the Company may, after consulting in good faith with Parent, obtain and assets fully pay the premium (in an amount not to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all exceed two hundred fifty percent (250%) of the obligations set forth in this Section 6.02Current Premium) for such tail or runoff policies at or prior to the Effective Time.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 7.08(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 200% of the Company, except amount per annum the Company paid with respect to the extent twelve-month period ending June 20, 2016 (the “Current Premium”), which amount is set forth in Section 7.08(a) of the Company Disclosure Schedule, and if such premiums for such insurance would at any such amendment may be required by applicable law. In time exceed 200% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 200% of the obligations Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained prior to the Effective Time (and which the Company may obtain prior to the Effective Time notwithstanding any restrictions otherwise set forth in this Section 6.02Agreement other than the restrictions set forth in the proviso at the end of this sentence), which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement; provided, however, that neither the Company nor any Subsidiary of the Company shall pay more than 200% of the Current Premium for such prepaid policies without the prior written consent of Parent. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) indemnify shall maintain in effect officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage coverage, amounts of deductibles, if any, and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such hereof and as modified pursuant to Section 6.12(d); provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.12(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights shall not be obligated to pay annual premiums in excess of former officers, directors and employees 200% of the Company, except amount per annum the Company paid in its last full fiscal year prior to the extent date of this Agreement (the “Current Premium”), which amount is set forth in Section 6.12(a) of the Company Disclosure Schedule and as will be modified pursuant to Section 6.12(d), and if such premiums for such insurance would at any such amendment may be required by applicable law. In time exceed 200% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be purchased and maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 200% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement, that the amount paid for such prepaid policies does not exceed 200% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations set forth in this Section 6.02thereunder.

Director and Officer Liability. For seven a period of six (6) years from and after the Effective Time, Buyer willParent and, and will cause when applicable, the Surviving Corporation toCorporation, (i) indemnify shall indemnify, defend and hold harmless the present and former officers, officers and directors and employees of the Company and its Subsidiaries to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Certificate of Incorporation and Bylaws of the Company and indemnification agreement in existence as of the date of this Agreement, if any, against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature damages, fines, penalties and liability in respect of acts or omissions occurring at or prior to the Effective Time, including amounts paid in settlement or compromise with the approval of the Parent (which approval shall not be unreasonably withheld, delayed or conditioned). Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current and former officers and directors of the Company as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 5.5 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. From the Effective Time through the sixth (including6th) anniversary thereof, the Parent will cause the Surviving Corporation to, without limitationany lapse in coverage, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period; provided, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of that the Surviving Corporation which would adversely affect the indemnification rights shall not be obligated to expend a total premium during such period in excess of former officers, directors and employees 200% of the Companyper annum rate of the aggregate annual premium currently paid by the Company for such insurance on the date of this Agreement; provided that if the amount of the total premium for such insurance shall exceed such 200%, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided further that in the event Parent shall prior to the sixth (6th) anniversary of the Effective Time, directly or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers indirectly, sell all or substantially all of its properties and the assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns or capital stock of Buyer or the Surviving Corporation, as the case may beprior to such sale, Parent shall either assume all such obligation or cause a Subsidiary of Parent having a net worth substantially equivalent to, or in excess of the obligations set forth in this Section 6.02net worth of, the Surviving Corporation immediately prior to such sale to assume such obligation.

Director and Officer Liability. (a) For seven six years after the Effective Time, Buyer will, and Parent will cause the Surviving Corporation to, (i) to indemnify and hold harmless the present and former officers, directors directors, employees and employees agents of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature the “Indemnified Parties”) in respect of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect or arising out of acts or omissions in connection with this Agreement and pertaining to the transactions contemplated hereby) by this Agreement to the fullest extent permitted provided under the Company's certificate ’s articles of incorporation and bylaws in effect on the date hereof; and (ii) to shall pay any expenses of the fullest extent permitted under applicable lawIndemnified Parties, as incurred, in advance to of the final disposition of any such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may proceeding, provided that such indemnification shall not be available under provided in violation of applicable Laws. Parent and Surviving Corporation shall not amend the Company's certificate articles of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled Surviving Corporation to amend the indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyerprovisions therein in a manner inconsistent with this Section 6.6 for the six-year period referred to above. For seven six years after the Effective Time, Buyer Parent will cause the Surviving Corporation to use commercially reasonable its best efforts to provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect substantially similar to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such , provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.6, Buyer Parent shall not be obligated to cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights to pay premiums in excess of former officers, directors and employees 200% of the Companyamount per annum the Company paid in its last full fiscal year, except which amount has been disclosed to the extent any such amendment may be required by applicable law. In the event that Buyer or Parent, and if the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be is unable to obtain the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in insurance required by this Section 6.026.6, it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount.

Director and Officer Liability. For seven years after the Effective Time, Buyer will(a) The Surviving Corporation shall, and will Parent shall cause the Surviving Corporation to, (i) for a period of six (6) years after the Effective Time indemnify and hold harmless the present and all current or former officers, directors and employees officers of the Company against all costs and expenses its Subsidiaries (including attorneys' fees in their capacities as such) (the “Indemnified Parties”) to the same extent such Persons are indemnified as of the date hereof by the Company pursuant to the articles of incorporation and expenses), losses, claims, damages or liabilities bylaws of any kind or nature in respect of the Company and its Subsidiaries and applicable Law for acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on at or prior to the Effective Time, and (ii) cause to be maintained for a period of six (6) years after the Effective Time covering each such Person currently covered by the Company's a policy of directors’ and officers' and directors' ’ liability insurance policy of at least the same coverage and fiduciary liability insurance policy on amounts containing terms and conditions that are no less advantageous to the insured than the terms currently provided to directors and officers of the Company with respect to coverage claims arising from facts or events that occurred on or before the Effective Time with either the Company’s current provider of directors’ and amount no less favorable officers’ liability insurance or with another provider, but only with a provider whose A.M. Best Company, Inc. (“A.M. Best“) rating is at least as high as the A.M. Best rating of the Company’s current provider of directors’ and officers’ liability insurance; provided, however, that Parent shall not be required to pay annual premiums in any material respect than those excess of such policies in effect on two hundred fifty percent (250%) of the current annual premiums paid by the Company as of the date hereof. Buyer may satisfy hereof as set forth in Section 6.13 of the Company Disclosure Letter (the “Company’s Current Premium”), and if such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage annual premiums for such seven-year period. During such seven-year periodinsurance would at any time exceed two hundred fifty percent (250%) of the Company’s Current Premium, Buyer then Parent shall not cause or permit any amendment or other change to be maintained policies of insurance which, in Parent’s reasonable good faith determination, provide the maximum coverage available at an annual premium equal to two hundred fifty percent (250%) of the Company’s Current Premium; provided, further, however, that the Indemnified Parties may be required to make application and provide reasonable and customary representations and warranties to the articles relevant insurance carriers for the purpose of incorporation or bylaws obtaining such insurance. The provisions of this Section 6.12(a) shall be deemed to have been satisfied if the Surviving Corporation obtains prepaid policies, which would adversely affect the indemnification rights of former officers, policies provide directors and employees officers of the Company with coverage no less advantageous to the insured than the terms currently provided to directors and officers of the Company for an aggregate period of six (6) years after the Effective Time with respect to claims arising from facts or events that occurred on or before the Effective Time, with either the Company’s current provider of directors’ and officers’ liability insurance or with another provider, but only with a provider whose A.M. Best rating is at least as high as the A.M. Best rating of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any ’s current provider of their respective successors or assigns (i) consolidates with or merges into any other Person directors’ and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02officers’ liability insurance.

Director and Officer Liability. For seven years after the Effective Time, Buyer will(a) The Surviving Corporation shall, and will Parent shall cause the Surviving Corporation to, (i) for a period of six (6) years after the Effective Time indemnify and hold harmless the present and all current or former officers, directors and employees officers of the Company against all costs and expenses its Subsidiaries (including attorneys' fees in their capacities as such) (the "Indemnified Parties") to the same extent such Persons are indemnified as of the date hereof by the Company pursuant to the 57 articles of incorporation and expenses), losses, claims, damages or liabilities bylaws of any kind or nature in respect of the Company and its Subsidiaries and applicable Law for acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on at or prior to the Effective Time, and (ii) cause to be maintained for a period of six (6) years after the Effective Time covering each such Person a policy of directors' and officers' liability insurance of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured than the terms currently covered by provided to directors and officers of the Company with respect to claims arising from facts or events that occurred on or before the Effective Time with either the Company's officerscurrent provider of directors' and directorsofficers' liability insurance policy or with another provider, but only with a provider whose A.M. Best Company, Inc. ("A.M. Best") rating is at least as high as the A.M. Best rating of the Company's current provider of directors' and fiduciary officers' liability insurance; provided, however, that Parent shall not be required to pay annual premiums in excess of two hundred fifty percent (250%) of the current annual premiums paid by the Company as of the date hereof as set forth in Section 6.13 of the Company Disclosure Letter (the "Company's Current Premium"), and if such annual premiums for such insurance policy on would at any time exceed two hundred fifty percent (250%) of the Company's Current Premium, then Parent shall cause to be maintained policies of insurance which, in Parent's reasonable good faith determination, provide the maximum coverage available at an annual premium equal to two hundred fifty percent (250%) of the Company's Current Premium; provided, further, however, that the Indemnified Parties may be required to make application and provide reasonable and customary representations and warranties to the relevant insurance carriers for the purpose of obtaining such insurance. The provisions of this Section 6.12(a) shall be deemed to have been satisfied if the Surviving Corporation obtains prepaid policies, which policies provide directors and officers of the Company with coverage no less advantageous to the insured than the terms currently provided to directors and officers of the Company for an aggregate period of six (6) years after the Effective Time with respect to coverage and amount no less favorable in any material respect than those claims arising from facts or events that occurred on or before the Effective Time, with either the Company's current provider of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' and officers' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodinsurance or with another provider, Buyer shall not cause or permit any amendment or other change to but only with a provider whose A.M. Best rating is at least as high as the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees A.M. Best rating of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any 's current provider of their respective successors or assigns (i) consolidates with or merges into any other Person directors' and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02officers' liability insurance.

Director and Officer Liability. For seven years after the Effective Time, Buyer will, and will cause the The Surviving Corporation to, (i) shall ------------------------------- honor all of the Company's obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) the present and former officers, officers and directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted provided under the Delaware General Corporate Law and the Company's certificate of incorporation and bylaws in effect on the date hereof, and such obligations shall survive the Merger and shall continue in full force and effect from the Effective Time until six (ii6) years after the Effective Time; provided, however, that such indemnification shall be subject to the fullest extent permitted any limitation imposed from time to time under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and BuyerLaw. For seven a period of six (6) years after the Effective Time, Buyer will use commercially reasonable efforts the Surviving Corporation shall cause to provide be maintained the current policies of officers' and directors' liability insurance maintained by the Company (the "Current Policies") (provided that the Surviving Corporation may substitute therefor policies with reputable and fiduciary liability insurance financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the "Replacement Policies")) in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount such Current Policies; provided, however, that in no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of event will the Surviving Corporation which would adversely affect be required to expend, per annum, in excess of 250% of the indemnification rights annual premium currently paid by the Company for such coverage (or such coverage as is available for 250% of former officerssuch annual premium); provided, directors and employees further, that if the annual premium required to provide the foregoing insurance exceeds 250% of the annual premium currently paid by the Company, except the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director of the Company who desires to be covered by the extent any Current Policies may so elect and shall be covered by the Current Policies so long as such amendment may be required by applicable law. In former officer or director pays the event that Buyer or portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets is obligated to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in pay pursuant to this Section 6.027.1.

Director and Officer Liability. For seven years after (a) Prior to the Effective TimeClosing, Buyer will, and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs shall use its reasonable best efforts to purchase a “tail” or “runoff” officers’ and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six (including6) year period following the Closing and at a price not to exceed 300% of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”). If the Company or Parent obtains prepaid “tail” or “runoff” policies prior to the Effective Time in accordance with this Section 6.09(a), without limitationthe Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to Closing, then either (i) Parent may purchase such “tail” or “runoff” policy on behalf of the Company or the Surviving Corporation or (ii) the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain an officers’ and directors’ liability insurance policy in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or ommisions occuring prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on as of the date hereof. Buyer may satisfy such of this Agreement for a period of six (6) years after the Effective Time; provided further, that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.09(a)(ii), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 300% of the CompanyCurrent Premium and if such premiums for such insurance would at any time exceed 300% of the Current Premium, except to the extent any such amendment may be required by applicable law. In the event that Buyer then Parent or the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer Parent or the Surviving Corporation’s good faith judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 300% of the obligations set forth in this Section 6.02Current Premium.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former shall maintain officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such of this Agreement and from an insurance carrier with the same or better credit rating as the Company’s current D&O Insurance carrier; provided, however, that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.07(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights shall not be obligated to pay aggregate annual premiums in excess of former officers, directors and employees 300% of the Company, except amount the Company paid in its last full fiscal year prior to the extent any date of this Agreement (the “Current Premium”) and, if such amendment may be required by applicable law. In aggregate annual premiums for such insurance would exceed 300% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s good faith judgment, provide the maximum coverage available for an aggregate premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company from an insurance carrier with the same or better credit rating as the case may beCompany’s current D&O Insurance carrier prior to the Effective Time or by the Surviving Corporation at or after the Effective Time, shall assume all which policies provide each such Person currently covered by the Company’s officers’ and directors’ liability insurance policy with coverage and amount no less favorable than those of such policy in effect on the date of this Agreement for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated hereby, provided, however, that the amount paid for such prepaid policies shall not exceed 300% of the Current Premium without the prior written consent of Parent. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term and continue to honor the obligations set forth in this Section 6.02thereunder. If requested by Parent, the Company shall cooperate with Parent to obtain such tail or runoff policies as of the Effective Time.

Director and Officer Liability. For seven years From and after the Effective Time, Buyer will, and will cause the Surviving Corporation toshall indemnify, (i) indemnify defend and hold harmless to the fullest extent permitted by law the present and former officers, officers and directors and employees of the Company and its Subsidiaries against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature damages, fines, penalties and liability in respect of acts or omissions occurring at or prior to the Effective Time, including amounts paid in settlement or compromise with the approval of the Parent (which approval shall not be unreasonably withheld), provided that none of the Company, Parent or the Surviving Corporation shall be obligated to pay the fees and disbursements of more than one counsel for all indemnified parties in any single action except to the extent that, in the opinion of counsel for the indemnified parties, two or more of such indemnified parties have conflicting interests in the outcome of such action. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time (including, without limitationnow existing in favor of the current and former officers and directors of the Company as provided in the Certificate of Incorporation or Bylaws or any agreement set forth in Schedule 5.06 of the Company Disclosure Letter, in respect each case in effect as of acts or omissions in connection with this Agreement the date hereof, shall survive the Merger and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any in full force and all such claims. Any determination required to be made effect in accordance with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person their terms and Buyerwithout amendment thereof. For seven at least six years after the Effective Time, Buyer the Parent will use commercially reasonable efforts to cause Merger Subsidiary to, and Surviving Corporation will, without any lapse in coverage, provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy on terms with respect to coverage and fiduciary amount no less favorable than those of such policy in effect on the date hereof; provided, however, that if the aggregate annual premiums for such insurance at any time during such period exceed 200% of the per annum rate currently paid by the Company for such insurance on the date of this Agreement (which premium the Company represents is $189,000), then the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available at an annual premium equal to 200% of such per annum rate as of the date of this Agreement; provided, however, that Parent and the Surviving Corporation may purchase a six-year "tail" with respect to the Company's existing current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those Persons who are currently (and any additional Persons who prior to the Effective Time become) covered by the Company's directors' and officers' liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereofhereof and provided by a carrier with a credit or insurance rating no less favorable than the current carrier. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or If the Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personPerson, then, then and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, or such successor or assign, as the case may be, shall assume all of the obligations set forth in this Section 6.025.06.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers' and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneysdirectors' fees and expenses), losses, claims, damages or liabilities of any kind or nature liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.11(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 225% of the Company, except amount per annum the Company paid in its last full fiscal year prior to the extent date of this Agreement (the "Current Premium"), which amount is set forth in Section 6.11(a) of the Company Disclosure Schedule, and if such premiums for such insurance would at any such amendment may be required by applicable law. In time exceed 225% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation's judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 225% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid "tail" or "runoff" policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement, provided that the amount paid for such prepaid policies does not exceed 225% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations set forth in this Section 6.02thereunder.

Director and Officer Liability. For seven years after the Effective Time, Buyer will, and will cause the The Surviving Corporation to, (i) shall honor all of the Company's obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) the present and former officers, officers and directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted provided under the Delaware General Corporate Law and the Company's certificate of incorporation and bylaws in effect on the date hereof, and such obligations shall survive the Merger and shall continue in full force and effect from the Effective Time until six (ii6) years after the Effective Time; PROVIDED, HOWEVER, that such indemnification shall be subject to the fullest extent permitted any limitation imposed from time to time under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and BuyerLaw. For seven a period of six (6) years after the Effective Time, Buyer will use commercially reasonable efforts the Surviving Corporation shall cause to provide be maintained the current policies of officers' and directors' liability insurance maintained by the Company (the "Current Policies") (provided that the Surviving Corporation may substitute therefor policies with reputable and fiduciary liability insurance financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the "Replacement Policies")) in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount such Current Policies; PROVIDED, HOWEVER, that in no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of event will the Surviving Corporation which would adversely affect be required to expend, per annum, in excess of 250% of the indemnification rights annual premium currently paid by the Company for such coverage (or such coverage as is available for 250% of former officerssuch annual premium); PROVIDED, directors and employees FURTHER, that if the annual premium required to provide the foregoing insurance exceeds 250% of the annual premium currently paid by the Company, except the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or former officer or director of the Company who desires to be covered by the extent any Current Policies may so elect and shall be covered by the Current Policies so long as such amendment may be required by applicable law. In former officer or director pays the event that Buyer or portion of the premium for such Current Policies in excess of the amount which the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets is obligated to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in pay pursuant to this Section 6.027.1.

Director and Officer Liability. (a) For seven a period of 6 years after the Effective Time, Buyer will, and Sub will cause the Surviving Corporation to, (i) to indemnify and hold harmless the present and former officers, officers and directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted provided under the Company's certificate of incorporation and bylaws and (ii) by-laws in effect on the date hereof; provided that such indemnification shall be subject to the fullest extent permitted any limitation imposed from time to time under applicable law. To the maximum extent permitted by the DGCL, such indemnification shall be mandatory rather than permissive and the Surviving Corporation shall advance expenses in connection with such indemnification. The by-laws of the Surviving Corporation shall contain provisions substantially similar in terms of the rights granted to such Persons fees and expenses incurred in defending any action or suit the provisions with respect to which indemnity may be available under indemnification and insurance set forth in the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined incorporation, which provisions shall not be amended in any manner that such Person is not entitled to indemnification. In would adversely affect the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any under those by-laws of the foregoing Persons Company's employees, agents, directors or officers for acts or omissions on or prior to the Effective Time, except if such amendment is entitled to indemnification as set forth above shall be made required by independent legal counsel selected mutually by such Person and Buyerlaw. For seven a period of 6 years after the Effective Time, Buyer Sub will cause the Surviving Corporation to use commercially reasonable its best efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such , provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.8, Buyer Sub shall not be obligated to cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights to pay premiums in excess of former officers, directors and employees 125% of the Companyamount per annum the Company paid in its last full fiscal year, except which amount has been disclosed to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02Sub.

Director and Officer Liability. (a) For seven a period of six years after the Effective Time, Buyer will, and Sub will cause the Surviving Corporation to, (i) to indemnify and hold harmless the present and former officers, officers and directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted provided under the Company's certificate articles of incorporation and bylaws and (ii) code of regulations in effect on the date hereof; PROVIDED that such indemnification shall be subject to the fullest extent permitted any limitation imposed from time to time under applicable law. To the maximum extent permitted by the OCL, such indemnification shall be mandatory rather than permissive and the Surviving Corporation shall advance expenses in connection with such indemnification. The articles of incorporation and the code of regulations of the Surviving Corporation shall contain provisions substantially similar in terms of the rights granted to such Persons fees and expenses incurred in defending any action or suit the provisions with respect to which indemnity may be available under indemnification and insurance set forth in the Company's certificate articles of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced incorporation, which provisions shall not be amended in any manner that would adversely affect the rights under those code of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any regulations of the foregoing Persons Company's employees, agents, directors or officers for acts or omissions on or prior to the Effective Time, except if such amendment is entitled to indemnification as set forth above shall be made required by independent legal counsel selected mutually by such Person and Buyerlaw. For seven a period of six years after the Effective Time, Buyer Sub will cause the Surviving Corporation to use commercially its reasonable best efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such , PROVIDED that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this SECTION 6.7, Buyer Sub shall not be obligated to cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights to pay premiums in excess of former officers, directors and employees 200% of the Companyamount per annum the Company paid in its last full fiscal year, except which amount has been disclosed to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02Sub.

Director and Officer Liability. For seven six years after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) indemnify i)indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate Companys Certificate of incorporation Incorporation and bylaws Bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate Companys Certificate of incorporation Incorporation or bylaws Bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear six year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification or advancement of expenses as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven six years after the Effective Time, Buyer will use commercially reasonable its best efforts to provide officers' officers and directors' directors liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' Companys officers and directors' directors liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies in effect on the date hereof; provided that in satisfying its obligation under this Section, Buyer shall not be obligated to pay annual premiums in excess of $76,740 (which is approximately 200% of the current annual premiums allocated to the Company as of the date hereof); provided further that if the premiums would exceed such amount in a given year, Buyer shall use its best efforts to purchase coverage that in the reasonable opinion of Buyer is the best available for such amount per year. Buyer may satisfy such obligation by purchasing officer's officers and directors' directors liability and fiduciary liability run-off coverage for such sevensix-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02.

Director and Officer Liability. For seven years Parent agrees that at all times after the Effective Time, Buyer willit shall indemnify each person who is now, or has been at any time prior to the date hereof, a director, officer or manager of the Company or of any of its subsidiaries (individually an "Indemnified Party" and will collectively the "Indemnified Parties"), to the fullest extent permitted by law, with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense (including reasonable fees and expenses of legal counsel), whenever asserted or claimed, based in whole or in part on, or arising in whole or in part out of, any facts or circumstances occurring at or prior to the Effective Time whether commenced, asserted or claimed before or after the Effective Time, including liability arising under the 1933 Act, the 1934 Act or state law. Parent shall, or shall cause the Surviving Corporation to, (i) indemnify maintain in effect for not less than six years after the Effective Time the current policies of directors' and hold harmless the present and former officers, directors and employees of ' liability insurance maintained by the Company against all costs and expenses its subsidiaries on the date hereof (including attorneys' fees provided that Parent may substitute therefor policies with reputable and expenses), losses, claims, damages financially sound carriers having at least the same coverage and amounts thereof and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as the insured) with respect to facts or liabilities of any kind circumstances occurring at or nature in respect of acts or omissions occurring prior to the Effective Time to the extent that such liability insurance can be maintained annually at a cost to Parent not greater than 200 percent of the current annual premium for the current Company directors' and officers' liability insurance; provided that if such insurance cannot be so maintained or obtained at such costs, Parent shall maintain or obtain as much of such insurance as can be so maintained or obtained at a cost equal to 200 percent of the current annual premium of the Company for such insurance. Parent agrees to pay all expenses (includingincluding fees and expenses of counsel) that may be incurred by any Indemnified Party in successfully enforcing the indemnity or other obligations under this Section 7.03. The rights under this Section 7.03 are in addition to rights that an Indemnified Party may have under the certificate of incorporation, without limitationbylaws, in respect or other similar organizational documents of acts the Company or omissions in connection with any of its subsidiaries or the Delaware Law. The rights under this Agreement Section 7.03 shall survive consummation of the Merger and are expressly intended to benefit each Indemnified Party. Parent agrees to cause the transactions contemplated herebySurviving Corporation and any of its subsidiaries (or their successors) to maintain in effect for a period of six years provisions in its certificate of incorporation or bylaws or similar organizational documents providing for indemnification and exculpation of Indemnified Parties, with respect to facts or circumstances occurring at or prior to the fullest Effective Time, to the extent permitted under set forth in the Company's certificate of incorporation and bylaws and (ii) to as of the fullest extent permitted under applicable lawdate hereof; provided that the foregoing shall not in any way restrict or preclude any sale, advance to such Persons fees and expenses incurred in defending any action liquidation or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect dissolution of any such claim or claims shall continue until disposition subsidiary of Parent at any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years time after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02.

Director and Officer Liability. For seven years From and after the Effective Time, Buyer will, and will cause the Surviving Corporation toshall indemnify, (i) indemnify defend and hold harmless to the fullest extent permitted by law the present and former officers, officers and directors and employees of the Company and its Subsidiaries against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature damages, fines, penalties and liability in respect of acts or omissions occurring at or prior to the Effective Time, including amounts paid in settlement or compromise with the approval of the Parent (which approval shall not be unreasonably withheld), provided that none of the Company, Parent or the Surviving Corporation shall be obligated to pay the fees and disbursements of more than one counsel for all indemnified parties in any single action except to the extent that, in the opinion of counsel for the indemnified parties, two or more of such indemnified parties have conflicting interests in the outcome of such action. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time (including, without limitationnow existing in favor of the current and former officers and directors of the Company as provided in the Certificate of Incorporation or Bylaws or any agreement set forth in Schedule 5.06 of the Company Disclosure Letter, in respect each case in effect as of acts or omissions in connection with this Agreement the date hereof, shall survive the Merger and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any in full force and all such claims. Any determination required to be made effect in accordance with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person their terms and Buyerwithout amendment thereof. For seven at least six years after the Effective Time, Buyer the Parent will use commercially reasonable efforts to cause Merger Subsidiary to, and Surviving Corporation will, without any lapse in coverage, provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage ; provided, however, that if the aggregate annual premiums for such seven-year period. During insurance at any time during such seven-year periodperiod exceed 200% of the per annum rate currently paid by the Company for such insurance on the date of this Agreement (which premium the Company represents is $189,000), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of then the Surviving Corporation which would adversely affect shall be obligated to obtain a policy with the indemnification rights greatest coverage available at an annual premium equal to 200% of former officers, directors and employees such per annum rate as of the Companydate of this Agreement; provided, except however, that Parent and the Surviving Corporation may purchase a six-year “tail” with respect to the extent Company’s existing current directors’ and officers’ liability insurance covering acts or omissions occurring at or prior to the Effective Time with respect to those Persons who are currently (and any additional Persons who prior to the Effective Time become) covered by the Company’s directors’ and officers’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such amendment may be required policy in effect on the date hereof and provided by applicable lawa carrier with a credit or insurance rating no less favorable than the current carrier. In the event that Buyer or If the Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personPerson, then, then and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, or such successor or assign, as the case may be, shall assume all of the obligations set forth in this Section 6.025.06.

Director and Officer Liability. For seven six years after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate Articles of incorporation Incorporation and bylaws Bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate Articles of incorporation Incorporation or bylaws Bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear six year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven six years after the Effective Time, Buyer will use commercially its reasonable best efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies in effect on the date hereof; provided that in satisfying its obligation under this Section, Buyer shall not be obligated to pay annual premiums in excess of $127,500; provided further that if the premiums would exceed such amount in a given year, Buyer shall use its reasonable best efforts to purchase coverage that in the reasonable opinion of Buyer is the best available for such amount per year. Buyer may satisfy such obligation by purchasing officer's officers' and directors' liability and fiduciary liability run-off coverage for such sevensix-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer will, and will Parent shall cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable lawSurviving Corporation shall, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide maintain officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on at or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such of this Agreement; provided, however, that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.09.(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights shall not be obligated to pay annual premiums in excess of former officers, directors and employees 300% of the Company, except amount per annum the Company paid in its last full fiscal year prior to the extent date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any such amendment may be required by applicable law. In time exceed 300% of the event that Buyer or Current Premium, then Parent shall cause the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, thento, and in each such casethe Surviving Corporation shall, proper provision cause to be maintained policies of insurance that provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be made so deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the successors Effective Time, including, in respect of the Transactions, and assigns of Buyer or which it is hereby acknowledged by Parent are permitted to be obtained by the Company at any time prior to the Effective Time. If such prepaid policies have been obtained prior to the Effective Time, Parent shall cause the Surviving CorporationCorporation to, as and the case may beSurviving Corporation shall, shall assume all of maintain such policies in full force and effect for their full term, and continue to honor the obligations set forth in this Section 6.02thereunder.

Director and Officer Liability. For seven years (a) From and after the Effective Time, Buyer will, and will Parent shall cause the Surviving Corporation to, (i) to honor all of the Company's obligations to indemnify and hold harmless the present and former officers, officers and directors and employees of the Company against in respect of acts or omissions occurring at or prior to the Effective Time to the extent provided under the Company's Articles of Incorporation and By-laws and other indemnity arrangements in effect on the date hereof (to the fullest extent permitted by applicable Law), and shall not amend (in a manner adverse to such present and former officers and directors) the provisions relating to indemnification, exculpation or the liability of directors in the Company's Articles of Incorporation or By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification to the extent that it is ultimately determined that such indemnification is prohibited under applicable Law. In respect of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnification, the Surviving Corporation shall advance to such person all reasonable costs and expenses incurred by him or her within twenty (including attorneys20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain the current policies of officers' fees and expensesdirectors' liability insurance maintained by the Company (the "Current Policies") (provided that the Surviving Corporation may substitute therefore policies with reputable and financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the "Replacement Policies"), losses, claims, damages or liabilities of any kind or nature ) in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount such Current Policies; provided, however, that in no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer event shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights be required to expend, per annum, in excess of former officers, directors and employees 200% of the Company, except to annual premium currently paid by the extent any Company for such amendment may be required by applicable law. In the event that Buyer coverage (or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity such coverage as is available for 200% of such consolidation annual premium); provided, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to approximately $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or merger former officer or (ii) transfers all or substantially all of its properties and assets to any persondirector, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the case may be, shall assume all portion of the obligations premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase "tail" insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 6.027.1 shall be prepaid at the Effective Time and shall be non-cancelable.

Director and Officer Liability. 6.8.1 For seven six years commencing immediately after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former shall maintain officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's of this Agreement and from an insurance carrier with the same or better credit rating as the Company’s current officers’ and directors' ’ liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodinsurance carrier; provided, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of however, that in satisfying its obligation under this Section ‎6.8.1, the Surviving Corporation which would adversely affect the indemnification rights shall not be obligated to pay aggregate annual premiums in excess of former officers, directors and employees 300% of the Company, except amount the Company paid in its last full fiscal year prior to the extent any date of this Agreement (the “Current Premium”) and, if such amendment may be required by applicable law. In aggregate annual premiums for such insurance would exceed 300% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s good faith judgment, provide the maximum coverage available for an aggregate premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company from an insurance carrier with the same or better credit rating as the case may beCompany’s current officers’ and directors’ liability insurance carrier prior to the Effective Time or by the Surviving Corporation at or after the Effective Time, shall assume all which policies provide each such Person currently covered by the Company’s officers’ and directors’ liability insurance policy with coverage and amount no less favorable than those of such policy in effect on the date of this Agreement for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated hereby, provided, however, that the amount paid for such prepaid policies shall not exceed 300% of the Current Premium without the prior written consent of Parent. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term and continue to honor the obligations set forth in this Section 6.02thereunder. If requested by Parent, the Company shall cooperate with Parent to obtain such tail or runoff policies as of the Effective Time.

Director and Officer Liability. (a) From and after the Effective Time, Holdco will, and will cause the surviving corporation in the Company Merger to, fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its present or former officers, directors and employees immediately prior to the Effective Time (the "INDEMNIFIED PARTIES"), subject to applicable Law. For seven five years after the Effective Time, Buyer will, and Holdco will cause the Company Surviving Corporation to, (i) to indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature Indemnified Parties in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted provided under the Company's certificate of incorporation and bylaws and (ii) to in effect on the fullest extent permitted under applicable lawdate hereof, advance to such Persons fees and expenses incurred which provisions will not be amended, repealed or otherwise modified for a period of five years from the Effective Time in defending any action or suit with respect to which indemnity may be available under manner that would adversely affect the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any thereunder of the foregoing Persons Indemnified Parties, unless such modification is entitled to indemnification as set forth above shall be made required by independent legal counsel selected mutually by such Person and BuyerLaw. For seven a period of five years after the Effective Time, Buyer will use commercially reasonable efforts Holdco shall cause to provide officersbe maintained in effect the policies of directors' and directorsofficers' liability insurance currently maintained by the Company for the benefit of those persons who are covered by such policies (or Holdco and/or the Company Surviving Corporation may substitute therefor run-off or tail policy or endorsement policies with a reputable insurance company covering on substantially the same terms and fiduciary liability insurance in respect conditions claims arising out of acts or omissions conduct occurring on or prior to the Effective Time covering each such Person asserted within the five year period after the Effective Time); provided, however, that in no event shall Holdco and/or the Company Surviving Corporation be required to expend on an annual basis in excess of 150 percent of the annual premium currently covered paid by the Company's officersCompany for such coverage, and provided further, that if the annual premium for such coverage exceeds such annual amount, Holdco and/or the Company Surviving Corporation shall purchase a policy with the greatest coverage available for such 150 percent of the current annual premium, and provided further that if certain elements of coverage of such directors' and directorsofficers' liability insurance policy are not being made available by national directors and fiduciary liability officers insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies in effect on carriers after the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodEffective Time, Buyer shall not cause or permit any amendment or other change to then neither Holdco nor the articles of incorporation or bylaws of the Company Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may will be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of to provide such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02coverage.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former shall maintain officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such of this Agreement; provided, however, that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.09(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights shall not be obligated to pay an aggregate amount in excess of former officers, directors and employees 300% of the Companyannual premium paid as of the date hereof by the Company for such insurance (the “Premium Cap”), except to and if such premiums for such insurance would at any time exceed the extent any such amendment may be required by applicable law. In the event that Buyer or Premium Cap, then the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not cause to be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personmaintained, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s good faith judgment, as policies of insurance that provide the case may be, shall assume all maximum coverage available at a premium equal to the Premium Cap. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time or by the Surviving Corporation at or after the Effective Time, which policies provide each such Person currently covered by the Company’s officers’ and directors’ liability insurance policy with coverage and amount no less favorable in any material respect than those of such policy in effect on the date of this Agreement for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated hereby, provided, however, that the amount paid for such prepaid policies shall not exceed the Premium Cap without the prior written consent of Parent. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term and continue to honor the obligations set forth in this Section 6.02thereunder. If requested by Parent, the Company shall cooperate with Parent to obtain such tail or runoff policies as of the Effective Time.

Director and Officer Liability. For seven years after the Effective TimeClosing Date, Buyer Take-Two will, and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former officers, directors and employees of the Company TDK against all costs and expenses (including attorneys' ’ fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time Closing Date (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under TDK’s Certificate of Incorporation and By-Laws as in effect at the Company's certificate of incorporation and bylaws Effective Time, or under any other indemnification agreement in effect at the Effective Time, and (ii) to the fullest extent permitted under applicable law, advance to such Persons persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under TDK’s Certificate of Incorporation or By-Laws as in effect at the Company's certificate of incorporation Effective Time, or bylaws under any other indemnification agreement in effect at the Effective Time, upon receipt from each such Person person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer Take-Two to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear seven-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required During such seven-year period, Take-Two shall not cause or permit any amendment or other change to be made with respect to whether any the Certificate of Incorporation or By-Laws of the foregoing Persons is entitled Surviving Corporation that would adversely affect the indemnification rights of former officers, directors and employees of TDK, except to indemnification as set forth above the extent any such amendment may be required by applicable law. Take-Two shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' ’ and directors' ’ liability insurance and fiduciary liability insurance for a period of up to six (6) years following the Closing in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's TDK’s officers' ’ and directors' ’ liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to hereof (the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event “Existing Policy”); provided that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person Take-Two shall only be responsible for the payment of fifty percent (50%) of the aggregate costs and expenses of such insurance, which amount shall not be the continuing or surviving corporation or entity of such consolidation or merger or exceed $192,500, and (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision Parent shall be made so that pay the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all balance of the obligations set forth in this Section 6.02aggregate costs and expenses of such insurance.

Director and Officer Liability. (a) For seven a period of six years after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) and the Parent shall jointly and severally indemnify and hold harmless the present and former officers, officers and directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted provided under the Company's certificate of incorporation and bylaws and (ii) by-laws in effect on the date hereof; PROVIDED that such indemnification shall be subject to the fullest extent permitted any limitation imposed from time to time under applicable law. To the maximum extent permitted by the DGCL, such indemnification shall be mandatory rather than permissive and the Surviving Corporation shall advance expenses in connection with such indemnification. The by-laws of the Surviving Corporation shall contain provisions substantially similar in terms of the rights granted to such Persons fees and expenses incurred in defending any action or suit the provisions with respect to which indemnity may be available under indemnification and insurance set forth in the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined incorporation, which provisions shall not be amended in any manner that such Person is not entitled to indemnification. In would adversely affect the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any under those by-laws of the foregoing Persons Company's employees, agents, directors or officers for acts or omissions on or prior to the Effective Time, except if such amendment is entitled to indemnification as set forth above shall be made required by independent legal counsel selected mutually by such Person and Buyerlaw. For seven a period of six years after the Effective Time, Buyer Parent will cause the Surviving Corporation to use commercially its reasonable best efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such , PROVIDED that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.7, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity required to pay premiums in excess of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all 125% of the obligations set forth amount per annum the Company paid in this Section 6.02its last full fiscal year.

Director and Officer Liability. For seven a period of six years after the Effective Time, Buyer will, and will Parent shall cause the Surviving Corporation toto indemnify, (i) indemnify defend and hold harmless harmless, to the fullest extent required and/or permitted by Article VIII of Company’s By-Laws in effect on the date hereof, the present and former officers, officers and directors (each an “Indemnified Party”) of Company and employees of the Company its Subsidiaries against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature Liabilities in respect of acts or omissions taken in their capacity as officers or directors of Company or its Subsidiaries at or prior to the Effective Time, including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld, unreasonably conditioned or unreasonably delayed). Parent and Acquisition Sub agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time (includingnow existing in favor of the Indemnified Parties as provided in the WBCL, without limitationthe Articles of Incorporation or Article VIII of Company’s By-Laws in effect on the date hereof and the By-laws of Subsidiaries, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect for a period of six years after the Effective Time in accordance with their terms and without amendment thereof in any manner that would adversely affect the rights thereunder of individuals who are or at any time prior to the Effective Time were directors or officers of Company; provided, however, that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under Article VIII of acts Company’s By-Laws in effect on the date hereof, any other similar organizational documents of Company and Subsidiaries, as the case may be, shall be made by in the manner provided in Article VIII of Company’s By-Laws in effect on the date hereof; and provided, further, that nothing in this Section 4.10 shall impair any rights of any Indemnified Party. Without limiting the generality of the preceding sentence, in the event that any Indemnified Party becomes involved in any actual or omissions in connection with threatened Litigation covered by this Agreement and Section 4.10 after the transactions contemplated hereby) Effective Time, Parent shall cause the Surviving Corporation to, to the fullest extent required and/or permitted under by Article VIII of Company’s By-Laws in effect on the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable lawdate hereof, promptly advance to such Persons fees Indemnified Party his or her legal or other expenses (including the cost of any investigation and expenses preparation incurred in defending connection therewith); provided that any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of provides an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven six years after the Effective Time, Buyer Parent will use commercially reasonable efforts to cause the Surviving Corporation to, and Surviving Corporation will, without any lapse in coverage, provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's ’s officers' ’ and directors' ’ liability insurance policy and fiduciary liability insurance policy policies (each an “Insured Party”) on terms with respect to coverage and amount no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period; provided, Buyer however, that in no event shall not cause Parent or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In to pay more than $600,000 in the event aggregate to acquire a six year tail insurance policy to satisfy the requirement set forth in this Section, and if the aggregate premiums for such insurance would otherwise exceed $600,000, the Surviving Corporation shall be obligated to obtain a policy or policies with the greatest coverage available for a cost not exceeding such amount, provided, further, that Buyer or if the Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger and the continuing or surviving entity does not assume the obligations of the Surviving Corporation set forth in this Section 4.10, or (ii) transfers all or substantially all of its properties and assets to any personPerson, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall Corporation assume all of the obligations set forth in this Section 6.024.10. Parent shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney’s fees for one counsel or law firm, incurred by any Person to enforce the obligations of Parent and Surviving Corporation under this Section 4.10. Company shall cooperate with Parent and its insurance broker in connection with the provision of information relating to the analysis of, and application for, insurance responsive to the requirements of this Section.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided, however, that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.11(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 250% of the Company, except amount per annum the Company paid in its last full fiscal year prior to the extent date hereof (the “Current Premium’’) and if such premiums for such insurance would at any such amendment may be required by applicable law. In time exceed 250% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s good faith judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff’ policies have been obtained by the Company (with the consent of Parent, which will not be unreasonably withheld, conditional or delayed) prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 250% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations set forth in this Section 6.02thereunder.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former shall maintain officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such of this Agreement; provided, however, that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.09(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights shall not be obligated to pay aggregate premiums in excess of former officers, directors and employees 300% of the Company, except amount the Company paid in its last full fiscal year prior to the extent any date of this Agreement (the “Current Premium”) and, if such amendment may be required by applicable law. In aggregate premiums for such insurance would exceed 300% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s good faith judgment, as provide the case may be, shall assume all maximum coverage available for an aggregate premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time or by the Surviving Corporation at or after the Effective Time, which policies provide each such Person currently covered by the Company’s officers’ and directors’ liability insurance policy with coverage and amount no less favorable in any material respect than those of such policy in effect on the date of this Agreement for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated hereby, provided, however, that the amount paid for such prepaid policies shall not exceed 300% of the Current Premium without the prior written consent of Parent. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term and continue to honor the obligations set forth in this Section 6.02thereunder. If requested by Parent, the Company shall cooperate with Parent to obtain such tail or runoff policies as of the Effective Time.

Director and Officer Liability. For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.11(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300% of the amount per annum the Company paid in its last full fiscal year prior to the date hereof (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. From and after the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to): (i) indemnify and hold harmless each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or of a Subsidiary of the Company (each, an “Indemnified Party”) for any and all costs and expenses (including fees and expenses of legal counsel, which shall be advanced as they are incurred; provided, that the Indemnified Party shall not be entitled to such advancement unless and until such Indemnified Party has made an undertaking to repay such expenses if it is ultimately determined that such Indemnified Party was not entitled to indemnification under this Section 6.11), judgments, fines, penalties or liabilities (including amounts paid in settlement or compromise) imposed upon or reasonably incurred by such Indemnified Party in connection with or arising out of any action, suit or other proceeding (whether civil or criminal, and including any proceeding before any regulatory, administrative or legislative body or agency) in which such Indemnified Party may be involved or with which he or she may be threatened (regardless of whether as a named party or as a participant other than as a named party, including as a witness) (an “Indemnified Party Proceeding”) (A) by reason of such Indemnified Party’s being or having been such director or officer of the Company or such Subsidiary or an employee or agent of the Company or otherwise in connection with any action taken or not taken at the request of the Company or such Subsidiary (B) arising out of such Indemnified Party’s service in connection with any other corporation or organization for which he or she serves or has 63 served as a director, officer, employee, agent, trustee or fiduciary at the request of the Company (including in any capacity with respect to any employee benefit plan), in each of (A) or (B), whether or not the Indemnified Party continues in such position at the time such Indemnified Party Proceeding is brought or threatened and at, or at any time prior to, the Effective Time (including any Indemnified Party Proceeding relating in whole or in part to the transactions contemplated by this Agreement or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnified Party subject to the undertaking in this Section 6.11 to repay advanced amounts), to the fullest extent permitted under Applicable Law; and (ii) fulfill and honor in all respects the obligations of the Company and its Subsidiaries pursuant to: (x) each indemnification agreement in effect between the Company or any of its Subsidiaries and any Indemnified Party as of the date hereof, the form of which has been Made Available to Parent; and (y) any indemnification provision (including advancement of expenses subject to the undertaking in this Section 6.11 to repay advanced amounts) and any exculpation provision set forth in the certificate of incorporation or bylaws of the Company or its Subsidiary, as applicable, as in effect on the date hereof. Buyer Parent shall pay all expenses, including attorneys’ fees, that may satisfy be incurred by Indemnified Parties in connection with their enforcement of their rights provided under this Section 6.11. Parent’s and the Surviving Corporation’s obligations under the foregoing clauses (i) and (ii) shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification, exculpation and advancement of expenses under this Section 6.11 in respect of any claim asserted or made within such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for period shall continue until the final disposition of such seven-year periodclaim. During such seven-year period, Buyer shall not cause If Parent or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation fails to comply with its obligations in this Section 6.11(b) and an Indemnified Party commences a suit which would adversely affect results in a final determination that the indemnification rights Parent or the Surviving Corporation failed to comply with such obligation, Parent shall pay such Indemnified Party its costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest thereon at the rate of former officers, directors and employees of the Company, except interest per annum equal to the extent any prime lending rate as published in the Wall Street Journal in effect on the date such amendment may payment was required to be required by applicable lawmade through the date of payment. In the event that Buyer or If Parent, the Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any personPerson, then, and in each such case, case proper provision shall be made so that the successors and assigns of Buyer Parent or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02.6.11. The provisions of this Section 6.11 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such individual may have under any certificate of incorporation or bylaws, by contract or otherwise. The obligations of Parent and the Surviving Corporation under this Section 6.11 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Party to whom this Section 6.11 applies unless (x) such termination or modification is required by Applicable Law or

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 7.08(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 250% of the Companyamount per annum the Company paid for its officers’ and directors’ liability insurance policy (the “Current Premium”) as described and set forth in Section 7.08(a) of the Company Disclosure Schedule, except to and if such premiums for such insurance would at any time exceed 250% of the extent any such amendment may be required by applicable law. In the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement; provided, however, that neither the Company nor any Subsidiary of the Company shall pay more than 250% of the Current Premium for such prepaid policies without the prior written consent of Parent. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations set forth in this Section 6.02thereunder.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.10(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 200% of the Company, except amount per annum the Company paid in its last full fiscal year prior to the extent date of this Agreement (the “Current Premium”), which amount is set forth in Section 6.10(a) of the Company Disclosure Schedule, and if such premiums for such insurance would at any such amendment may be required by applicable law. In time exceed 200% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 200% of the obligations Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained prior to the Effective Time (and which the Company may obtain prior to the Effective Time notwithstanding any restrictions otherwise set forth in this Section 6.02Agreement other than the restrictions set forth in the proviso at the end of this sentence), which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement; provided, however, that neither the Company nor any Subsidiary of the Company shall pay more than 200% of the Current Premium for such prepaid policies without the prior written consent of Parent. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Director and Officer Liability. (a) For seven six (6) years after the Effective TimeClosing, Buyer willshall cause Velocity or Bolt, and will cause the Surviving Corporation toas applicable, (i) indemnify and hold harmless the present and former to maintain officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on at or prior to the Effective Time Closing covering each such Person person currently covered by the Company's Velocity’s or Bolt’s officers' ’ and directors' ’ liability insurance policy and fiduciary liability insurance policy policy, as applicable, on terms with respect to coverage and amount no less favorable in any material respect than those of each such policies respective policy in effect on the date hereofof this Agreement from carriers with comparable or better credit rating than Velocity’s and Bolt’s existing carriers for each such respective policy; provided, that in no event shall Buyer, Velocity or Bolt be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 300% of the amount per annum that Velocity or Bolt, as applicable, paid in its last full fiscal year (the “Premium Cap”). Buyer may satisfy The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by Velocity or Bolt, as applicable, prior to the Closing, which policies provide such obligation by purchasing officer's directors and directors' liability and fiduciary liability run-off officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Closing, including in respect of the Transactions, and which it is hereby acknowledged by Buyer are permitted to be obtained by the Velocity or Bolt, as applicable, at any time prior to the Closing; provided, that the aggregate premium for such seven-year period“tail” or “runoff” policies shall not exceed the Premium Cap; and provided, further, that at the request of Buyer, Velocity or Bolt, as applicable, shall obtain the prepaid “tail” or “runoff” policies described in this sentence immediately prior to the Closing. During If such seven-year periodprepaid policies have been obtained prior to the Closing, Buyer shall not cause Velocity or permit any amendment or other change Bolt, as applicable, to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors maintain such policies in full force and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of effect for their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, thenfull term, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of continue to honor the obligations set forth in this Section 6.02thereunder.

Director and Officer Liability. For seven years after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear seven-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officers, directors and employees of the Company, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.02.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 6.09(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 250% of the Company, except amount per annum the Company paid in its last full fiscal year prior to the extent date of this Agreement (the “Current Premium”), which amount is set forth in Section 6.09(a) of the Company Disclosure Schedule, and if such premiums for such insurance would at any such amendment may be required by applicable law. In time exceed 250% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 250% of the obligations set forth Current Premium. The Company shall be permitted to purchase a prepaid “tail” or runoff policy under the Company’s officers’ and directors’ liability insurance policy prior to the Closing; provided that the cost of such “tail” or runoff policy does not exceed 250% of the Current Premium, which policy may provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement, provided that the amount paid for such prepaid policy does not exceed 250% of the Current Premium. The provisions of the first sentence of this Section 6.026.09(a) shall be deemed to have been satisfied if a prepaid “tail” or runoff policy has been obtained prior to the Effective Time. If such a prepaid “tail” or runoff policy has been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Director and Officer Liability. For seven years (a) From and after the Effective Time, Buyer will, and will Parent shall cause the Surviving Corporation to, (i) to honor all of the Company's obligations to indemnify and hold harmless the present and former officers, officers and directors and employees of the Company against in respect of acts or omissions occurring at or prior to the Effective Time to the extent provided under the Company's Articles of Incorporation and By-laws in effect on the date hereof (to the fullest extent permitted by applicable Law), and shall not amend (in a manner adverse to such present and former officers) the provisions relating to indemnification, exculpation or the liability of directors in the Company's Articles of Incorporation or By-laws for at least six (6) years after the Effective Time; provided, however, that the Surviving Corporation shall have no obligation to provide such indemnification to the extent that it is ultimately determined that such indemnification is prohibited under applicable Law. In respect of any matter for which a present or former director or officer may be entitled to indemnification, subject to receipt by the Surviving Corporation of a writing that sets forth (i) that such person has a good faith belief that the person is entitled to indemnification and (ii) an undertaking from such person to repay any amount advanced hereunder if it is ultimately determined that the person is not entitled to indemnification, the Surviving Corporation shall advance to such person all reasonable costs and expenses incurred by him or her within twenty (including attorneys20) days after receipt by the Surviving Corporation of a written request for such advance. The Surviving Corporation shall not require any security for any such undertaking. For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain the current policies of officers' fees and expensesdirectors' liability insurance maintained by the Company (the "Current Policies") (provided that the Surviving Corporation may substitute therefore policies with reputable and financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the "Replacement Policies"), losses, claims, damages or liabilities of any kind or nature ) in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount such Current Policies; provided, however, that in no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer event shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights be required to expend, per annum, in excess of former officers, directors and employees 200% of the Company, except to annual premium currently paid by the extent any Company for such amendment may be required by applicable law. In the event that Buyer coverage (or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity such coverage as is available for 200% of such consolidation annual premium); provided, further, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to $1,200,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or merger former officer or (ii) transfers all or substantially all of its properties and assets to any persondirector, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the case may be, shall assume all portion of the obligations premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase "tail" insurance coverage covering a period of six (6) years after the Effective Time, at a cost no greater than that set forth above, that provides coverage identical in all material respects to the coverage described above. The insurance purchased pursuant to this Section 6.027.1 shall be prepaid at the Effective Time and shall be non-cancelable.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 7.08(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 200% of the Company, except amount per annum the Company paid in its last full fiscal year prior to the extent date of this Agreement (the “Current Premium”), which amount is set forth in Section 7.08(a) of the Company Disclosure Schedule, and if such premiums for such insurance would at any such amendment may be required by applicable law. In time exceed 200% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 200% of the obligations Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time (and which the Company may obtain prior to the Effective Time notwithstanding any restrictions otherwise set forth in this Section 6.02Agreement other than the restrictions set forth in the proviso at the end of this sentence), including, in respect of the transactions contemplated by this Agreement; provided, however, that neither the Company nor any Subsidiary of the Company shall pay more than 200% of the Current Premium for such prepaid policies without the prior written consent of Parent. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Director and Officer Liability. For seven years From and after the Effective Time, Buyer will, and will cause the Surviving Corporation toshall indemnify, (i) indemnify defend and hold harmless to the fullest extent permitted by Law the present and former officers, officers and directors and employees of the Company and its Subsidiaries against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature damages, fines, penalties and liability in respect of acts or omissions occurring at or prior to the Effective Time including amounts paid in settlement or compromise with the approval of the Parent (which approval shall not be unreasonably withheld or delayed). Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time (including, without limitation, now existing in respect favor of acts or omissions the current and former officers and directors of the Company as provided in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate Certificate of incorporation Incorporation or Bylaws or any agreement set forth in Schedule 6.06 of the Company Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any in full force and all such claims. Any determination required to be made effect in accordance with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person their terms and Buyerwithout amendment thereof. For seven at least six years after the Effective Time, Buyer the Parent will use commercially reasonable efforts to cause Merger Subsidiary to, and Surviving Corporation will, without any lapse in coverage, provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period; provided, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of that the Surviving Corporation which would adversely affect the indemnification rights shall not be obligated to expend annual premiums during such period in excess of former officers, directors and employees 200% of the Companyper annum rate of the aggregate annual premium currently paid by the Company for such insurance on the date of this Agreement, except to provided that if the extent annual premium for such insurance shall exceed such 200% in any such amendment may be required by applicable law. In the event that Buyer or year, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided further that in the event Parent shall prior to the sixth anniversary of the Effective Time, directly or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers indirectly, sell all or substantially all of its properties and the assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns or capital stock of Buyer or the Surviving Corporation, as the case may beprior to such sale, Parent shall either assume all such obligation or cause a Subsidiary of Parent having a net worth substantially equivalent to, or in excess of the net worth of, the Surviving Corporation immediately prior to such sale to assume such obligation. Parent shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees, incurred by any Person to enforce the obligations set forth in of Parent and Surviving Corporation under this Section 6.026.06.

Director and Officer Liability. 6.8.1 For seven six years commencing immediately after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former shall maintain officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' ’ and directors' liability insurance and fiduciary ’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's of this Agreement and from an insurance carrier with the same or better credit rating as the Company’s current officers’ and directors' ’ liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodinsurance carrier; provided, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of however, that in satisfying its obligation under this Section 6.8.1, the Surviving Corporation which would adversely affect the indemnification rights shall not be obligated to pay aggregate annual premiums in excess of former officers, directors and employees 300% of the Company, except amount the Company paid in its last full fiscal year prior to the extent any date of this Agreement (the “Current Premium”) and, if such amendment may be required by applicable law. In aggregate annual premiums for such insurance would exceed 300% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s good faith judgment, provide the maximum coverage available for an aggregate premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company from an insurance carrier with the same or better credit rating as the case may beCompany’s current officers’ and directors’ liability insurance carrier prior to the Effective Time or by the Surviving Corporation at or after the Effective Time, shall assume all which policies provide each such Person currently covered by the Company’s officers’ and directors’ liability insurance policy with coverage and amount no less favorable than those of such policy in effect on the date of this Agreement for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated hereby, provided, however, that the amount paid for such prepaid policies shall not exceed 300% of the Current Premium without the prior written consent of Parent. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term and continue to honor the obligations set forth in this Section 6.02thereunder. If requested by Parent, the Company shall cooperate with Parent to obtain such tail or runoff policies as of the Effective Time.

Director and Officer Liability. For seven years From and after the Effective Time, Buyer will, and Parent agrees that it will cause the Surviving Corporation to, (i) indemnify xxxxxxify and hold harmless the each present and former officers, directors director and employees officer of the Company and its Subsidiaries, determined as of the Effective Time (the "Indemnified Parties"), against all any costs and or expenses (including attorneys' fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of any kind matters existing or nature occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Delaware Law and its Certificate of Incorporation or Bylaws in effect on the date hereof to indemnify such person, and Parent shall also advance expenses as incurred to the fullest extent permitted under the Company's By-Laws. For six years after the Effective Time, Parent will cause the Company to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of former officersMerger Agreement, directors and employees of the Companyprovided that in satisfying this obligation, except to the extent any such amendment may be required by applicable law. In the event that Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and Parent shall not be obligated to cause the continuing or surviving corporation or entity Company to pay premiums in excess of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all 125% of the obligations set forth amount per annum the Company paid as of the date of the Merger Agreement, which amount has been disclosed to Parent (the "Maximum Premium"). If such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in this Section 6.02excess of the Maximum Premium, Parent shall cause the Company to maintain the most advantageous policies of directors' and officers' liability insurance for an annual premium equal to the Maximum Premium.

Director and Officer Liability. For seven years after the Effective Time, Buyer will, and will cause the (a) The Surviving Corporation to, (i) shall honor all of the Company's obligations to indemnify and hold harmless the present and former officers, officers and directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted provided under the DGCL and the Company's certificate Certificate of incorporation Incorporation and bylaws By-laws in effect on the date hereof, and (ii) to such obligations shall survive the fullest extent permitted under applicable law, advance to such Persons fees Merger and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue in full force and effect from the Effective Time until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven six (6) years after the Effective Time, Buyer will use commercially reasonable efforts except to provide the extent such obligation shall expire or terminate by its terms prior to such time; PROVIDED, HOWEVER, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. For a period of six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained the current policies of officers' and directors' liability insurance maintained by the Company (the "CURRENT POLICIES") (provided that the Surviving Corporation may substitute therefore policies with reputable and fiduciary liability insurance financially sound carriers of at least the same coverage and amount containing terms and conditions that are no less favorable (the "REPLACEMENT POLICIES")) in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount such Current Policies; PROVIDED, HOWEVER, that in no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer event shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights be required to expend, per annum, in excess of former officers, directors and employees 200% of the Company, except to annual premium currently paid by the extent any Company for such amendment may be required by applicable law. In the event that Buyer coverage (or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity such coverage as is available for 200% of such consolidation annual premium); PROVIDED, FURTHER, that if the annual premium required to provide the foregoing insurance exceeds 200% of the annual premium currently paid by the Company (which the Company represents and warrants is equal to $175,000 per annum), the Company shall provide as much of such insurance as can be purchased for such premium, and, any present or merger former officer or (ii) transfers all or substantially all of its properties and assets to any persondirector, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or upon reasonable written notice thereof from the Surviving Corporation, who desires to be covered by the Current Policies may so elect and shall be covered by the Current Policies so long as such former offer or director pays the case may be, shall assume all portion of the obligations premium for such Current Policies in excess of the amount which the Surviving Corporation is obligated to pay pursuant to this Section 7.1. Alternatively, with the consent of Parent, which consent shall not be unreasonably withheld, the Company may purchase "tail" insurance coverage, at a cost no greater than that set forth above, that provides coverage identical in this Section 6.02all material respects to the coverage described above.

Director and Officer Liability. (a) For seven six (6) years after the Effective Time, Buyer willParent shall, and will or shall cause the Surviving Corporation to, (i) indemnify maintain officers’ and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person person currently covered by the Company's ’s officers' ’ and directors' liability insurance policy and fiduciary ’ liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies policy in effect on the date hereof. Buyer may satisfy such ; provided that in satisfying its obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year periodunder this Section 7.08(a), Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of neither Parent nor the Surviving Corporation which would adversely affect the indemnification rights shall be obligated to pay annual premiums in excess of former officers, directors and employees 200% of the Company, except amount per annum the Company paid in its last full fiscal year prior to the extent date of this Agreement (the “Current Premium”), which amount is set forth in Section 7.08(a) of the Company Disclosure Schedule, and if such premiums for such insurance would at any such amendment may be required by applicable law. In time exceed 200% of the event that Buyer or Current Premium, then the Surviving Corporation or any shall cause to be maintained policies of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personinsurance that, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation’s judgment, as provide the case may be, shall assume all maximum coverage available at an annual premium equal to 200% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained prior to the Effective Time (and which the Company may obtain prior to the Effective Time), which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement; provided, however, that neither the Company nor any Subsidiary of the Company shall pay more than 225% of the Current Premium for such prepaid policies without the prior written consent of Parent. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect for their full term, and continue to honor the obligations set forth in this Section 6.02thereunder.