Common use of Director and Officer Liability Clause in Contracts

Director and Officer Liability. (a) Newco shall indemnify and hold harmless and advance expenses to the present and former officers and directors of Hippo, the Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the Transaction Agreements and the consummation of the transactions contemplated thereby) to the maximum extent permitted by law (“D&O Indemnified Losses”); provided that notwithstanding the foregoing Newco shall have no obligation to indemnify and hold harmless and advance expenses to any D&O Indemnified Person in respect of acts or omissions of such D&O Indemnified Person that occurred while such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx Group, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco in connection with such matter. In the event that Newco sells, transfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with any Person, Newco shall, as a condition of any such transaction, cause such purchaser or such surviving corporation, as the case may be, to assume Newco’s obligations under this Section 11.12 upon the consummation of any such transaction.

Director and Officer Liability. (a) Newco For six (6) years after the Closing, Buyer shall cause (and Buyer shall cause Parent to cause) the Company and its Subsidiaries to indemnify and hold harmless and advance expenses to the present and former directors or officers of the Company and directors of Hippo, the its Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a an “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), ) in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for acts or omissions occurring Closing and in connection with the Transaction Agreements Asset Sale and the consummation of the transactions contemplated thereby) Second Step Distribution, to the maximum fullest extent permitted by law (“D&O applicable Law or to the extent provided under the Company Organizational Documents. In the event that any Indemnified Losses”); provided that notwithstanding the foregoing Newco shall have no obligation to indemnify and hold harmless and advance expenses Person is made party to any D&O Action arising out of or relating to matters that would be indemnifiable pursuant to the immediately preceding sentence, Buyer and the Company shall advance fees, costs and expenses (including reasonable attorney’s fees and disbursements) as incurred by such Indemnified Person in respect of acts or omissions connection with and prior to the final disposition of such D&O Action, subject to the execution by such Indemnified Person that occurred while of appropriate undertakings to repay such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx Groupadvanced fees, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided if it is ultimately determined that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco indemnification, in connection with such mattereach case except to the extent prohibited under applicable Law. For a period of six (6) years following the Closing, Buyer shall cause (and Buyer shall cause Parent to cause) the Company and its Subsidiaries to honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements in effect immediately prior to the Closing between the Company or any of its Subsidiaries and any Indemnified Person (the “Indemnification Agreements”). In addition, for a period of six (6) years following the event that Newco sellsClosing, transfers or leases all or substantially all Buyer shall cause (and Buyer shall cause Parent to cause) the Company and its Subsidiaries to cause the certificate of its assets or is not a surviving corporation in any merger, consolidation incorporation and bylaws (or other business combination similar organizational documents) of the Company and its Subsidiaries to contain provisions with respect to exculpation of Liability of all Indemnified Persons, indemnification of all Indemnified Persons and advancement of fees, costs and expenses that are no less advantageous in which it may enter with any Personthe aggregate to the intended beneficiaries than the corresponding provisions contained in the Company Organizational Documents. To the maximum extent permitted by applicable Law, Newco shall, as a condition of any such transaction, cause such purchaser or such surviving corporation, as the case may be, to assume Newco’s obligations under this Section 11.12 upon the consummation of any such transactionindemnification and exculpation shall be mandatory rather than permissive.

Director and Officer Liability. (a) Newco From and after the Effective Time, Buyer shall indemnify provide exculpation and hold harmless indemnification for each Indemnitee (as defined hereafter) which is the same as the exculpation and advance expenses indemnification provided to such parties by the present and former officers and directors of Hippo, the Subsidiaries of Hippo, the HippoRx Entities, and each individual who Company immediately prior to the Effective Time becomes in the Articles of Incorporation, Company By-Laws or in its partnership, operating or similar agreement or an officer agreement between an Indemnitee and the Company or director a Subsidiary of any the Company, in each case as in effect on the date hereof. To the extent permitted by the DLLCA, advancement of expenses pursuant to this Section 5.6 shall be mandatory rather than permissive and the Surviving Entity shall advance Costs (as defined in Section 5.6(b) hereof) in connection with such entity indemnification. (eachb) In addition to the other rights provided for in this Section 5.6 and not in limitation thereof, for a “Hippo D&O Indemnified Person”)period of six years and ninety days after the Effective Time, Buyer shall, and shall cause the present Surviving Entity to the fullest extent permitted by law to, (i) indemnify and former officers and directors of Rhino, hold harmless the Subsidiaries of Rhino and the RhinoRx Entities, and each individual individuals who on or prior to the Effective Time becomes an officer were officers, directors, employees or director agents of the Company and any of its Subsidiaries (the "Indemnitees") against all losses, expenses (including, without limitation, attorneys' fees and the cost of any such entity investigation or preparation incurred in connection thereof), claims, damages, liabilities, judgments, or amounts paid in settlement (eachcollectively, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person"Costs") in respect to any threatened, pending or contemplated claim, action, suit or proceeding, whether criminal, civil, administrative or investigative arising out of acts or omissions occurring on or prior to the “D&O Indemnified Persons”)Effective Time (including, without limitation, in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the Transaction Agreements this Agreement and the consummation Transactions) (an "Indemnifiable Claim") and (ii) advance to such Indemnitees all Costs incurred in connection with any Indemnifiable Claim. In the event any Indemnifiable Claim is asserted or made within such six-year-and-ninety-day period, all rights to indemnification and advancement of costs in respect of any such Indemnifiable Claim shall continue until such Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such Indemnifiable Claim are fully satisfied. (c) Buyer shall, and shall cause the Surviving Entity to, expressly assume and honor in accordance with their terms all indemnity agreements listed in Schedule 5.6 of the transactions contemplated thereby) to Company Disclosure Schedule. For a period of three years and ninety days after the maximum extent permitted by law (“D&O Indemnified Losses”); provided that notwithstanding Effective Time, Buyer will, and will cause the foregoing Newco shall have no obligation to indemnify Surviving Entity to, provide officers' and hold harmless and advance expenses to any D&O Indemnified Person directors' liability insurance 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 and amount no less favorable than those of such D&O Indemnified Person policy in effect on the date hereof; provided, however, that occurred while in no event shall Buyer or Surviving Entity be required to expend more than an amount per year equal to 200% of current annual premiums paid by the Company for such D&O Indemnified Person was acting in a capacity insurance (ithe "Maximum Amount") for Hippo to maintain or its Subsidiaries other than in connection with either procure insurance coverage pursuant hereto (which the HippoRx GroupCompany represents and warrants aggregates currently to $133,000 per annum); provided, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Groupfurther, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided that such D&O Indemnified Person shall agree to promptly 104 repay to Newco if the amount of any the annual premiums necessary to maintain or procure such reimbursement if it insurance coverage exceeds the Maximum Amount, Buyer and Surviving Entity shall be judicially determined by judgment maintain or order not subject procure, for such three-year-and-ninety-day period, the most advantageous policies of directors' and officers' insurance obtainable for an annual premium equal to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco in connection with such matterthe Maximum Amount. In the event that Newco sellsany Indemnitee is entitled to coverage under an officers' and directors' liability insurance policy pursuant to this Section 5.6(c) and such policy has lapsed, terminated, been repudiated or is otherwise in breach or default as a result of Buyer's failure to maintain and fulfill its obligations pursuant to such policy to the extent required by as provided in this Section 5.6(c); Buyer shall, and shall cause the Surviving Entity to, pay to the Indemnitee such amounts and provide any other coverage or benefits as the Indemnitee shall have received pursuant to such policy. Buyer agrees that, should the Surviving Entity fail to comply with the obligations of this Section 5.6, Buyer shall be responsible therefor. (d) Notwithstanding any other provisions hereof, the obligations of the Company, the Surviving Entity and Buyer contained in this Section 5.6 shall be binding upon the successors and assigns of Buyer and the Surviving Entity. In the event the Company or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person or (ii) transfers or leases all or substantially all of its properties or assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with to any Person, Newco shallthen, as a condition and in each case, proper provision shall be made so that successors and assigns of any such transaction, cause such purchaser the Company or such surviving corporationthe Surviving Entity, as the case may be, to assume Newco’s honor the indemnification obligations set forth in this Section 5.6. (e) The obligations of the Company, the Surviving Entity and Buyer under this Section 11.12 upon 5.6 shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 5.6 applies without the consummation consent of such affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 5.6 applies shall be third party beneficiaries of this Section 5.6). (f) Buyer shall, and shall cause the Surviving Entity to, advance all Costs to any Indemnitee incurred by enforcing the indemnity or other obligations provided for in this Section 5.6. (g) Each of Crescent and Reckson unconditionally and irrevocably guarantee the obligations of Buyer under this Section 5.6 up to a maximum amount, in the case of each of them separately, of fifty percent (50%) of the aggregate of such transaction.obligations. SECTION 5.7

Director and Officer Liability. (a) Newco For six (6) years after the Closing, Parent shall cause the Company and its Subsidiaries to indemnify and hold harmless and advance expenses to the present and former directors and officers of the Company and directors of Hippo, the its Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a an “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), ) in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time Closing to the fullest extent permitted by applicable Law. In the event that any Indemnified Person is made party to any Action that would be indemnifiable pursuant to the immediately preceding sentence, Parent shall cause the Company to advance fees, costs and expenses (including for acts or omissions occurring reasonable attorney’s fees and disbursements) as incurred by such Indemnified Person in connection with the Transaction Agreements and the consummation of the transactions contemplated thereby) prior to the maximum extent permitted final disposition of such Action, subject to the execution by law (“D&O Indemnified Losses”); provided that notwithstanding the foregoing Newco shall have no obligation to indemnify and hold harmless and advance expenses to any D&O such Indemnified Person in respect of acts or omissions of appropriate undertakings to repay such D&O Indemnified Person that occurred while such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx Groupadvanced fees, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided if it is ultimately determined that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco indemnification, in connection with such mattereach case except to the extent prohibited under applicable Law. For a period of six (6) years following the Closing, Parent shall cause the Company and its Subsidiaries to honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements in effect as of the date hereof between the Company or any of its Subsidiaries and any Indemnified Person (the “Indemnification Agreements”). In addition, for a period of six (6) years following the event that Newco sellsClosing, transfers or leases all or substantially all Parent shall cause the Company and its Subsidiaries to cause the articles of its assets or is not a surviving corporation in any merger, consolidation association and rules and regulations of the Company Board (or other business combination similar organizational documents) of the Company and its Subsidiaries to contain provisions with respect to exculpation of Liability of all Indemnified Persons, indemnification of all Indemnified Persons and advancement of fees, costs and expenses that are no less advantageous in which it may enter with any Personthe aggregate to the intended beneficiaries than the corresponding provisions contained in the Company Organizational Documents as of the date hereof. To the maximum extent permitted by applicable Law, Newco shall, as a condition of any such transaction, cause such purchaser or such surviving corporation, as the case may be, to assume Newco’s obligations under this Section 11.12 upon the consummation of any such transactionindemnification and exculpation shall be mandatory rather than permissive.

Director and Officer Liability. (a) Newco Parent shall indemnify and hold harmless and advance expenses to the present and former officers and directors of HippoAT&T, the Subsidiaries of HippoAT&T Subsidiaries, AT&T Broadband, the HippoRx EntitiesAT&T Broadband Subsidiaries, Comcast and the Comcast Subsidiaries, and each individual who prior to the Effective Time becomes an officer or director of any such entity AT&T, an AT&T Subsidiary, AT&T Broadband, an AT&T Broadband Subsidiary, Comcast or a Comcast Subsidiary (each, a “Hippo D&O each an "Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”"), in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the Transaction Agreements this Agreement and the consummation of the transactions contemplated therebyhereby) to the maximum extent permitted by law (“D&O "Indemnified Losses”"); provided that notwithstanding the foregoing Newco Parent shall have no obligation to indemnify and hold harmless and advance expenses to any D&O Indemnified Person in respect of acts or omissions of such D&O Indemnified Person that occurred while such D&O Indemnified Person was acting in a capacity (i) for Hippo or AT&T and its Subsidiaries other than in connection with either the HippoRx Group, the HippoRx Entities AT&T Broadband Group or the Transaction Agreements this Agreement and the transactions contemplated thereby hereby; provided, further, that AT&T shall indemnify and hold harmless Parent for 50% of any Indemnified Losses arising out of acts or (ii) for Rhino or its Subsidiaries other than omissions of the AT&T officers and directors in connection with either this Agreement and the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and consummation of the transactions contemplated therebyhereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.129.11(a). Newco Parent shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses of counsel constituting D&O Indemnified Losses as such fees and expenses are incurred; provided that such D&O Indemnified Person shall agree to promptly 104 repay to Newco Parent the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco Parent in connection with such matter. In the event that Newco Parent sells, transfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with any Person, Newco Parent shall, as a condition of any such transaction, cause such purchaser or such surviving corporation, as the case may be, to assume Newco’s Parent's obligations under this Section 11.12 9.11 upon the consummation of any such transaction.

Director and Officer Liability. (a) Newco For six (6) years after the Closing, Parent shall cause the Company and its Subsidiaries to indemnify and hold harmless and advance expenses to the present and former directors or officers of the Company and directors of Hippo, the its Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a an “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), ) in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for acts or omissions occurring Closing and in connection with (i) the Transaction Agreements Signing Transactions, (ii) the Asset Sale, Liquidation and Second Step Distribution and (iii) the consummation of the transactions contemplated thereby) Tender and Support Agreements, in each case to the maximum fullest extent permitted by law (“D&O applicable Law or to the extent provided under the Company Organizational Documents. In the event that any Indemnified Losses”); provided that notwithstanding the foregoing Newco shall have no obligation to indemnify and hold harmless and advance expenses Person is made party to any D&O Action arising out of or relating to matters that would be indemnifiable pursuant to the immediately preceding sentence, Parent, Buyer and the Company shall advance fees, costs and expenses (including reasonable attorney’s fees and disbursements) as incurred by such Indemnified Person in respect of acts or omissions connection with and prior to the final disposition of such D&O Action, subject to the execution by such Indemnified Person that occurred while of appropriate undertakings to repay such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx Groupadvanced fees, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided if it is ultimately determined that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco indemnification, in connection with such mattereach case except to the extent prohibited under applicable Law. For a period of six (6) years following the Closing, Parent shall cause the Company and its Subsidiaries to honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements in effect immediately prior to the Closing between the Company or any of its Subsidiaries and any Indemnified Person (the “Indemnification Agreements”). In addition, for a period of six (6) years following the event that Newco sellsClosing, transfers or leases all or substantially all Parent shall cause the Company and its Subsidiaries to cause the articles of its assets or is not a surviving corporation in any merger, consolidation association and rules and regulations of the Company Board (or other business combination similar organizational documents) of the Company and its Subsidiaries to contain provisions with respect to exculpation of Liability of all Indemnified Persons, indemnification of all Indemnified Persons and advancement of fees, costs and expenses that are no less advantageous in which it may enter with any Personthe aggregate to the intended beneficiaries than the corresponding provisions currently contained in the Company Organizational Documents. To the maximum extent permitted by applicable Law, Newco shall, as a condition of any such transaction, cause such purchaser or such surviving corporation, as the case may be, to assume Newco’s obligations under this Section 11.12 upon the consummation of any such transactionindemnification and exculpation shall be mandatory rather than permissive.

Director and Officer Liability. (a) Newco For six years and 180 days after the Effective Time, (i) Parent shall indemnify and hold harmless harmless, and advance shall provide advancement of expenses to the to, all present and former officers and directors of Hippo, the Subsidiaries of Hippo, the HippoRx Entities, and Company (each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and in each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), case in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the Transaction Agreements approval of this Agreement and the consummation of the transactions contemplated thereby) hereby), to the maximum same extent permitted such Indemnified Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by law the Company pursuant to the Company’s certificate of incorporation and bylaws in effect on the date hereof, and (“D&O Indemnified Losses”); provided that notwithstanding ii) the foregoing Newco Surviving Corporation shall have no obligation include and cause to indemnify be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation and hold harmless bylaws or comparable organizational documents, provisions regarding elimination of liability of directors, indemnification of officers and advance expenses to any D&O Indemnified Person directors and advancement of expenses, in each case in respect of acts or omissions of such D&O Indemnified Person that occurred while such D&O Indemnified Person was acting in a capacity occurring at or prior to the Effective Time (i) including for Hippo acts or its Subsidiaries other than omissions occurring in connection with either the HippoRx Group, approval of this Agreement and the HippoRx Entities or the Transaction Agreements and consummation of the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other hereby), no less favorable to the Indemnified Persons than those contained in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements certificate of incorporation and the transactions contemplated thereby. Without limiting the generality bylaws of the foregoing, Company in effect as of the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12date hereof. Newco shall periodically advance or reimburse each D&O Expenses (including attorneys’ fees) incurred by an Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as in any action, suit or proceeding in respect of which indemnification is available pursuant to the preceding sentence shall be paid by Parent in advance of the final disposition of such fees and expenses action, suit or proceeding promptly after statements therefor are incurred; provided that received by Parent, subject to receipt by Parent of an undertaking by or on behalf of such D&O Indemnified Person shall agree to promptly 104 repay to Newco the such amount of any such reimbursement if it shall ultimately be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O person did not act in good faith and in a manner such Indemnified Person is not entitled reasonably believed to be indemnified in or not opposed to the best interests of the Company. Any right to elimination of liability, indemnification or advancement of expenses pursuant to this Section 7.04(a) shall be provided by Newco in connection with such matter. In Parent or the event that Newco sells, transfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with any Person, Newco shallSurviving Corporation, as applicable, only to the fullest extent such elimination of liability, indemnification or advancement may be provided by a condition corporation organized under the laws of any such transaction, cause such purchaser or such surviving corporation, as the case may be, State of Delaware to assume Newco’s obligations under this Section 11.12 upon the consummation of any such transactionits own officers and directors.

Director and Officer Liability. (a) Newco For six (6) years after the Closing, Parent shall cause the Company and its Subsidiaries to indemnify and hold harmless and advance expenses to the present and former directors and officers of the Company and directors of Hippo, the its Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a an “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), ) in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for acts or omissions occurring consummation of the Post-Offer Reorganization and in connection with the Transaction Agreements and the consummation of the transactions contemplated thereby) Transactions to the maximum fullest extent permitted by law (“D&O applicable Law. In the event that any Indemnified Losses”); provided that notwithstanding the foregoing Newco shall have no obligation to indemnify and hold harmless and advance expenses Person is made party to any D&O Action that would be indemnifiable pursuant to the immediately preceding sentence, Parent shall cause the Company to advance fees, costs and expenses (including reasonable attorney’s fees and disbursements) as incurred by such Indemnified Person in respect of acts or omissions connection with and prior to the final disposition of such D&O Action, subject to the execution by such Indemnified Person that occurred while of appropriate undertakings to repay such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx Groupadvanced fees, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided if it is ultimately determined that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco indemnification, in connection with such mattereach case except to the extent prohibited under applicable Law. For a period of six (6) years following the Closing, Parent shall cause the Company and its Subsidiaries to honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements in effect as of the date hereof between the Company or any of its Subsidiaries and any Indemnified Person (the “Indemnification Agreements”). In addition, for a period of six (6) years following the event that Newco sellsClosing, transfers or leases all or substantially all Parent shall cause the Company and its Subsidiaries to cause the articles of its assets or is not a surviving corporation in any merger, consolidation association and rules and regulations of the Company Board (or other business combination similar organizational documents) of the Company and its Subsidiaries to contain provisions with respect to exculpation of Liability of all Indemnified Persons, indemnification of all Indemnified Persons and advancement of fees, costs and expenses that are no less advantageous in which it may enter with any Personthe aggregate to the intended beneficiaries than the corresponding provisions contained in the Company Organizational Documents as of the date hereof. To the maximum extent permitted by applicable Law, Newco shall, as a condition of any such transaction, cause such purchaser or such surviving corporation, as the case may be, to assume Newco’s obligations under this Section 11.12 upon the consummation of any such transactionindemnification and exculpation shall be mandatory rather than permissive.

Director and Officer Liability. From and after the Closing, the Company and its Subsidiaries (aand their successors or assigns) Newco shall indemnify and hold harmless and advance expenses to the present and former officers officers, directors, employees and directors agents of Hippo, the Company and its Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), in respect of acts and omissions occurring on or prior to the Closing Date to the fullest extent permitted by Law and as may be required by the entity’s certificate of incorporation, bylaws and/or other governing documents in effect on the date hereof or under any indemnification or other agreement between such Person and the Company or such Subsidiary disclosed in the Disclosure Schedule and in effect on the date hereof (including advancement of expenses actually and reasonably incurred by him or her or on his or her behalf). At or prior to the Closing, the Company shall purchase a “tail” director and officer liability insurance policy providing coverage for a period of six years following the Closing for acts and omissions by them in their capacities as such occurring of the individuals who were officers or directors of either the Company or any of its Subsidiaries prior to the Closing (“D&O Insurance”) with respect to matters arising at or prior to the Effective Time (including for acts Closing; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or omissions occurring in connection with the officers. The costs of any D&O Insurance obtained pursuant to this Section 9.5 shall be Transaction Agreements and the consummation of the transactions contemplated thereby) Expenses. Notwithstanding any provision to the maximum extent permitted by law contrary in this Agreement or in the D&O Insurance, (“a) no provision hereof or indemnification right in the D&O Insurance shall limit in any way the right of any Parent Indemnified Losses”); provided that notwithstanding Party or the foregoing Newco obligation of Seller under Article XII or Article XIII and (b) in no event shall have no obligation to indemnify and hold harmless and advance expenses to any D&O Indemnified Person in respect of acts or omissions of such D&O Indemnified Person that occurred while such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx GroupParent, the HippoRx Entities Company or the Transaction Agreements any of their respective successors and the transactions contemplated thereby assigns have any obligation or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality liability of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim any kind whatsoever under this Section 11.12. Newco shall periodically advance 9.5 to any Person with respect to indemnification, holding harmless, exculpation or reimburse each D&O expenses arising out of or relating to matters for which Seller is liable to indemnify the Parent Indemnified Person for all reasonable fees Parties pursuant to Article XII or Article XIII (without regard to the limitations set forth in Section 12.2 and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco in connection with such matter. In the event that Newco sells, transfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with any Person, Newco shall, as a condition of any such transaction, cause such purchaser or such surviving corporation, as the case may be, to assume Newco’s obligations under this Section 11.12 upon the consummation of any such transaction12.3).

Director and Officer Liability. (a) Newco For a period of six (6) years after the Closing Date, Purchaser shall, or shall indemnify cause the Acquired Companies to, reimburse, indemnify, defend and hold harmless and advance expenses to the present and former officers and directors of Hippo, the Subsidiaries of Hippo, the HippoRx Entities, and each individual individuals who on or prior to the Effective Time becomes an officer Closing Date were directors or director officers of any such entity the Acquired Companies (each, a “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Personcollectively, the “D&O Indemnified PersonsIndemnitees”), in ) with respect of to all acts or omissions by them in their capacities as such or taken at the request of any such Acquired Company at any time prior to the Closing Date, but, in each case, solely to the same extent that such D&O Indemnitees were entitled to indemnification as of immediately prior to the Closing pursuant to the Charter Documents of the Acquired Companies or any indemnification agreement between an Acquired Company and the D&O Indemnitee, in each case, as in existence on the date hereof with, or for the benefit of, any such D&O Indemnitees for matters occurring at on or prior to the Effective Time (including Closing. Purchaser agrees that all rights of the D&O Indemnitees to indemnification and exculpation from Liabilities for acts or omissions occurring prior to the Closing Date as provided in connection with the Transaction Agreements and the consummation respective Charter Documents of the transactions contemplated therebyAcquired Companies as now in effect, and any indemnification agreements or arrangements of the Acquired Companies in effect as of the date hereof shall survive the Closing Date and shall continue in full force and effect in accordance with their terms for a period of six (6) to years following the maximum extent permitted Closing Date. During such six (6) year period, such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the D&O Indemnitees, unless such modification is required by law (“D&O Indemnified Losses”); provided that notwithstanding Law. In addition, Purchaser shall, or shall cause the foregoing Newco shall have no obligation to indemnify and hold harmless and advance Acquired Companies to, pay any expenses to of any D&O Indemnified Person in respect of acts or omissions of such D&O Indemnified Person that occurred while such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx Group, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim Indemnitee under this Section 11.12. Newco shall periodically advance or reimburse each 5.12, as incurred to the fullest extent such D&O Indemnified Person for all reasonable fees and Indemnitee has the right to advancement of expenses constituting D&O Indemnified Losses as such fees and of the date hereof, provided that the person to whom expenses are incurred; provided that advanced provides an undertaking to repay such D&O Indemnified Person shall agree advances to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined extent required by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco in connection with such matter. In the event that Newco sells, transfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with any Person, Newco shall, as a condition of any such transaction, cause such purchaser or such surviving corporation, as the case may be, to assume Newco’s obligations under this Section 11.12 upon the consummation of any such transactionapplicable Law.

Director and Officer Liability. For six (a6) Newco years after the Closing Date, the Offeror and the Company shall indemnify and hold harmless and advance expenses to the present and former directors and officers of the Company and directors of Hippo, the Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity its subsidiaries (each, a an “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), ) in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for Closing Date to the extent permitted by Applicable Law, provided, however, that no such obligation shall arise with respect to acts or omissions occurring finally determined by a court of competent jurisdiction to amount to fraud, willful misconduct, criminal activity or a breach of the duty of loyalty and that nothing herein shall be construed as a requirement on the Offeror or the Company to effect any change to the Articles of Association of the Company. In the event that any Indemnified Person is made party to any action, litigation, claim, suit, investigation or proceeding (an “Action”) arising out of or relating to matters that would be indemnifiable pursuant to the immediately preceding sentence, the Offeror and the Company shall advance fees, costs and expenses (including reasonable attorney’s fees and disbursements) as incurred by such Indemnified Person in connection with the Transaction Agreements and the consummation of the transactions contemplated thereby) prior to the maximum extent permitted final disposition of such Action, subject to the execution by law (“D&O Indemnified Losses”); provided that notwithstanding the foregoing Newco shall have no obligation to indemnify and hold harmless and advance expenses to any D&O such Indemnified Person in respect of acts or omissions of appropriate undertakings to repay such D&O Indemnified Person that occurred while such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx Groupadvanced fees, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided if it is ultimately determine that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified indemnification. For the avoidance of doubt, nothing in this Agreement shall limit the right of the Company to claim damages from its directors under the Finnish Companies Act, provided that this shall not affect the undertakings and obligations of the Offeror in this Section 5.8. Prior to the Closing Date, the Company shall or, if the Company is unable to, Offeror shall cause Company after the Closing Date to, obtain and fully pay the premium for the extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six years from and after the Closing Date with respect to any claim related to any period at or prior to the Closing Date from an insurance 42 carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its subsidiaries by Newco reason of him or her serving in such capacity that existed or occurred at or prior to the Closing Date (including in connection with this Agreement or the transactions or actions contemplated hereby). If the Company for any reason fails to obtain such matter“tail” insurance policies as of the Closing Date, the Offeror or the Company shall continue to maintain in effect, for a period of at least six years from and after the Closing Date, the D&O Insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies as of the date hereof, or the Offeror shall cause the Company to purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in the Company’s existing policies as of the date hereof. In no event shall the Offeror be required to, and the Company shall not, expend for such policies pursuant to the previous sentence an annual premium amount in excess of 300% of the amount per annum the Company paid in its last full fiscal year (it being agreed that if the aggregate premiums of such insurance coverage exceed such amount, the Company shall be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Closing Date, for a cost not exceeding such amount). In the event that Newco sellsthe Offeror, the Company 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 or leases all or substantially all of its properties and assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with to any Person, Newco shallthen, as a condition and in each such case, proper provision shall be made so that the successors and assigns of any such transaction, cause such purchaser or such surviving corporation, as Person shall assume the case may be, to assume Newco’s obligations set forth in this Section 5.8. The rights of each Indemnified Person under this Section 11.12 upon the 5.8 shall be in addition to any rights such Person may have under Applicable Law. These rights shall survive consummation of any such transactionthe transactions contemplated hereby and are intended to benefit, and shall be enforceable by, each Indemnified Person.

Director and Officer Liability. (a) Newco For the period of six years from and after the Effective Time, Buyer and the Surviving Corporation jointly and severally shall indemnify and hold harmless and advance expenses indemnify, to the fullest extent permitted by law, the present and former directors and officers of Target and directors the Target Subsidiary (the "Indemnified Parties") in respect of Hippo, the Subsidiaries of Hippo, the HippoRx Entities, and each individual who actions taken or failures to take action prior to and including the Effective Time becomes an officer in connection with their duties as directors or director officers of Target or the Target Subsidiary (including the transactions contemplated hereby); provided that, in the event any claim is asserted or made within such entity (eachsix-year period, a “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior all rights to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), indemnification in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the Transaction Agreements and the consummation of the transactions contemplated thereby) to the maximum extent permitted by law (“D&O Indemnified Losses”); provided that notwithstanding the foregoing Newco claim shall have no obligation to indemnify and hold harmless and advance expenses to any D&O Indemnified Person in respect of acts or omissions continue until final disposition of such D&O Indemnified Person that occurred while such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx Group, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco in connection with such matterclaim. In the event that Newco sells, transfers or leases all or substantially all of its assets or is not a surviving corporation any Indemnified Party becomes involved in any mergersuch capacity in any action, consolidation proceeding or other business combination investigation in which it may enter connection with any Personsuch action or failure to take action, Newco shallincluding the transactions contemplated hereby, as a condition Buyer and the Surviving Corporation jointly and severally, to the fullest extent permitted by law, will periodically advance expenses to such Indemnified Party for his legal and other out-of-pocket expenses (including the cost of any investigation and preparation) incurred in connection therewith. From and after the Effective Time, Buyer and the Surviving Corporation jointly and severally shall indemnify each Indemnified Party against any and all expenses, including attorneys fees, which are incurred by such transaction, cause Indemnified Party in connection with any action brought by such purchaser Indemnified Party for indemnification or such surviving corporation, advance of expenses as the case may be, to assume Newco’s obligations under contemplated by this Section 11.12 upon or under the consummation organizational documents of Target or under any indemnification agreement between such transactionIndemnified Party and the Target, regardless of whether such Indemnified Party ultimately is determined to be entitled to such indemnification or advance of expenses.

Director and Officer Liability. (a) Newco Parent shall indemnify and hold harmless and advance expenses to the present and former officers and directors of HippoAT&T, the Subsidiaries of HippoAT&T Subsidiaries, AT&T Broadband, the HippoRx EntitiesAT&T Broadband Subsidiaries, Comcast and the Comcast Subsidiaries, and each individual who prior to the Effective Time becomes an officer or director of any such entity AT&T, an AT&T Subsidiary, AT&T Broadband, an AT&T Broadband Subsidiary, Comcast or a Comcast Subsidiary (each, a “Hippo D&O each an "Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”"), in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the Transaction Agreements this Agreement and the consummation of the transactions contemplated therebyhereby) to the maximum extent permitted by law (“D&O "Indemnified Losses”"); provided that notwithstanding the foregoing Newco Parent shall have no obligation to indemnify and hold harmless and advance expenses to any D&O Indemnified Person in respect of acts or omissions of such D&O Indemnified Person that occurred while such D&O Indemnified Person was acting in a capacity (i) for Hippo or AT&T and its Subsidiaries other than in connection with either the HippoRx Group, the HippoRx Entities AT&T Broadband Group or the Transaction Agreements this Agreement and the transactions contemplated thereby hereby; provided, further, that AT&T shall indemnify and hold harmless Parent for 50% of any Indemnified Losses arising out of acts or (ii) for Rhino or its Subsidiaries other than omissions of the AT&T officers and directors in connection with either this Agreement and the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and consummation of the transactions contemplated therebyhereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.129.11(a). Newco Parent shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses of counsel constituting D&O Indemnified Losses as such fees and expenses are incurred; provided that such D&O Indemnified Person shall agree to promptly 104 repay to Newco Parent the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified Indemnified by Newco Parent in connection with such matter. In the event that Newco Parent sells, transfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with any Person, Newco Parent shall, as a condition of any such transaction, cause such purchaser or such surviving corporation, as the case may be, to assume Newco’s Parent's obligations under this Section 11.12 9.11 upon the consummation of any such transaction.

Director and Officer Liability. (a) Newco For a period of six years after the Effective Time, Parent shall indemnify cause the Surviving Corporation to indemnify, defend and hold harmless and advance expenses harmless, to the fullest extent required or permitted by Article XI of Company's By-Laws in effect on the date of this Agreement, the present and former officers and directors (each an "Indemnified Party") of Hippo, the Company and its Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), against all Liabilities in respect of acts or omissions by them taken in their capacities capacity as such occurring officers or directors of Company or its Subsidiaries at or prior to the Effective Time (including for acts or omissions occurring in connection with the Transaction Agreements approval of this Agreement and the consummation of the transactions contemplated thereby) Transactions), 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 the maximum extent permitted by law (“D&O Indemnified Losses”); provided that notwithstanding the foregoing Newco shall have no obligation to indemnify exculpation and hold harmless and advance expenses to any D&O Indemnified Person in respect of indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of such D&O the Indemnified Person that occurred while such D&O Indemnified Person was acting Parties as provided in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx GroupBCL, the HippoRx Entities Certificate of Incorporation or Article XI of Company's By-Laws in effect on the Transaction Agreements date of this Agreement and the transactions contemplated thereby By-laws or (ii) charters of Subsidiaries, in each case in effect as of the date of this Agreement, shall survive the Merger and shall continue in full force and effect for Rhino 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 its Subsidiaries 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 XI of Company's By-Laws in effect on the date of this Agreement, any other than similar organizational documents of Company and Subsidiaries, as the case may be, shall be made in connection with either the RhinoRx Groupmanner provided in Article XI of Company's By-Laws in effect on the date of this Agreement; and provided, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated therebyfurther, that nothing in this Section 4.09 shall impair any rights of any Indemnified Party. Without limiting the generality of the foregoingpreceding sentence, in the D&O event that any Indemnified Losses shall include reasonable costs of prosecuting a claim under Party becomes involved in any actual or threatened Litigation covered by this Section 11.12. Newco 4.09 after the Effective Time, Parent shall periodically cause the Surviving Corporation to, to the fullest extent required and/or permitted by Article XI of Company's By-Laws in effect on the date of this Agreement, promptly advance to such Indemnified Party his or reimburse each D&O Indemnified Person for all reasonable fees her legal or other expenses (including the cost of any investigation and expenses constituting D&O Indemnified Losses as such fees and expenses are incurredpreparation incurred in connection therewith); provided that such D&O Indemnified any Person shall agree to whom expenses are advanced provides an undertaking to promptly 104 repay to Newco the amount of any such reimbursement advances if it shall be judicially is ultimately determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to indemnification. For six years after the Effective Time, Parent will cause the Surviving Corporation to, and Surviving Corporation will, without any lapse in coverage, provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by Company's officers' and directors' liability insurance policies (each an "Insured Party") on terms with respect to coverage and amount no less favorable than those of such policies in effect on the date of this Agreement; provided, however, that Parent shall not be indemnified required to cause the Surviving Corporation to pay an annual premium for any twelve month period in excess of 200% of the annual premium paid in the twelve month period immediately preceding the date of this Agreement (the "Premium Cap") and, if Company is unable to obtain the insurance required by Newco this Section 4.09 at an annual cost equal to or less than the Premium Cap, the Parent shall only be required to cause Company to obtain as much comparable insurance as possible for the annual A29 premium to equal the Premium Cap. If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger and the continuing or surviving entity does not assume the obligations of the Surviving Corporation set forth in connection with such matter. In the event that Newco sellsthis Section 4.09, or (ii) transfers or leases all or substantially all of its properties and assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with to any Person, Newco shallthen, as a condition and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 4.09. Parent shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees, incurred by any such transaction, cause such purchaser or such surviving corporation, as Person to enforce the case may be, to assume Newco’s obligations of Parent and Surviving Corporation under this Section 11.12 upon 4.09. Company shall cooperate with Parent and its insurance broker in connection with the consummation provision of information relating to the analysis of, and application for, insurance responsive to the requirements of this Section. The obligations of Parent under this Section 4.09 will not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 4.09 applies, without the consent of such transactionaffected Indemnified Party (it being expressly agreed that the Indemnified Parties and the Insured Parties are each intended third party beneficiaries of this Section 4.09).

Director and Officer Liability. For six (a6) Newco years after the Closing Date, the Offeror and the Company shall indemnify and hold harmless and advance expenses to the present and former directors and officers of the Company and directors of Hippo, the Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity its subsidiaries (each, a an “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), ) in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for Closing Date to the extent permitted by Applicable Law, provided, however, that no such obligation shall arise with respect to acts or omissions occurring finally determined by a court of competent jurisdiction to amount to fraud, willful misconduct, criminal activity or a breach of the duty of loyalty and that nothing herein shall be construed as a requirement on the Offeror or the Company to effect any change to the Articles of Association of the Company. In the event that any Indemnified Person is made party to any action, litigation, claim, suit, investigation or proceeding (an “Action”) arising out of or relating to matters that would be indemnifiable pursuant to the immediately preceding sentence, the Offeror and the Company shall advance fees, costs and expenses (including reasonable attorney’s fees and disbursements) as incurred by such Indemnified Person in connection with the Transaction Agreements and the consummation of the transactions contemplated thereby) prior to the maximum extent permitted final disposition of such Action, subject to the execution by law (“D&O Indemnified Losses”); provided that notwithstanding the foregoing Newco shall have no obligation to indemnify and hold harmless and advance expenses to any D&O such Indemnified Person in respect of acts or omissions of appropriate undertakings to repay such D&O Indemnified Person that occurred while such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx Groupadvanced fees, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided if it is ultimately determine that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified indemnification. For the avoidance of doubt, nothing in this Agreement shall limit the right of the Company to claim damages from its directors under the Finnish Companies Act, provided that this shall not affect the undertakings and obligations of the Offeror in this Section 5.8. Prior to the Closing Date, the Company shall or, if the Company is unable to, Offeror shall cause Company after the Closing Date to, obtain and fully pay the premium for the extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six years from and after the Closing Date with respect to any claim related to any period at or prior to the Closing Date from 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, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its subsidiaries by Newco reason of him or her serving in such capacity that existed or occurred at or prior to the Closing Date (including in connection with this Agreement or the transactions or actions contemplated hereby). If the Company for any reason fails to obtain such matter“tail” insurance policies as of the Closing Date, the Offeror or the Company shall continue to maintain in effect, for a period of at least six years from and after the Closing Date, the D&O Insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies as of the date hereof, or the Offeror shall cause the Company to purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in the Company’s existing policies as of the date hereof. In no event shall the Offeror be required to, and the Company shall not, expend for such policies pursuant to the previous sentence an annual premium amount in excess of 300% of the amount per annum the Company paid in its last full fiscal year (it being agreed that if the aggregate premiums of such insurance coverage exceed such amount, the Company shall be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Closing Date, for a cost not exceeding such amount). In the event that Newco sellsthe Offeror, the Company 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 or leases all or substantially all of its properties and assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with to any Person, Newco shallthen, as a condition and in each such case, proper provision shall be made so that the successors and assigns of any such transaction, cause such purchaser or such surviving corporation, as Person shall assume the case may be, to assume Newco’s obligations set forth in this Section 5.8. The rights of each Indemnified Person under this Section 11.12 upon the ‎Section 5.8 shall be in addition to any rights such Person may have under Applicable Law. These rights shall survive consummation of any such transactionthe transactions contemplated hereby and are intended to benefit, and shall be enforceable by, each Indemnified Person.

Director and Officer Liability. (a) Newco For six years after the closing, DLR shall cause INXN and its subsidiaries to indemnify and hold harmless and advance expenses to the present and former directors and officers of INXN and directors of Hippo, the Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity its subsidiaries (each, a being referred to herein as an “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), ) in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for acts or omissions occurring consummation of the post-offer reorganization and in connection with the Transaction Agreements and the consummation of the transactions contemplated thereby) by the purchase agreement to the maximum fullest extent permitted by law (“D&O applicable law. In the event that any Indemnified Losses”); provided that notwithstanding the foregoing Newco shall have no obligation to indemnify and hold harmless and advance expenses Person is made party to any D&O legal action that would be indemnifiable pursuant to the immediately preceding sentence, DLR shall cause INXN to advance fees, costs and expenses (including reasonable attorney’s fees and disbursements) as incurred by such Indemnified Person in respect of acts or omissions connection with and prior to the final disposition of such D&O legal action, subject to the execution by such Indemnified Person that occurred while of appropriate undertakings to repay such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx Groupadvanced fees, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided if it is ultimately determined that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco indemnification, in connection with such mattereach case except to the extent prohibited under applicable law. For a period of six years following the closing, DLR shall cause INXN and its subsidiaries to honor and fulfill in all respects the obligations of INXN and its subsidiaries under any and all indemnification agreements in effect as of the date of the purchase agreement between INXN or any of its subsidiaries and any Indemnified Person, which we refer to as the indemnification agreements. In addition, for a period of six years following the event that Newco sellsclosing, transfers or leases all or substantially all DLR shall cause INXN and its subsidiaries to cause the articles of its assets or is not a surviving corporation in any merger, consolidation association and rules and regulations of the INXN board (or other business combination similar organizational documents) of INXN and its subsidiaries to contain provisions with respect to exculpation of liability of all Indemnified Persons and advancement of fees, costs and expenses that are no less advantageous in the aggregate to the intended beneficiaries than the corresponding provisions contained in the applicable organizational documents as of the date of the purchase agreement. To the maximum extent permitted by applicable law, such indemnification and exculpation shall be mandatory rather than permissive. DLR shall obtain, or cause to be obtained, effective as of the closing, a “tail” insurance policy with a claims period of six years after the closing with respect to directors’ and officers’ liability insurance covering each person currently covered by INXN’s directors’ and officers’ liability insurance policy for acts or omissions occurring at or prior to the closing on terms that are no less favorable than those of such policy of INXN in effect on the date of the purchase agreement, which it may enter with any Person, Newco insurance shall, prior to the closing, be in effect and prepaid for such six-year period; provided, however, that, in no event shall the total cost for such prepaid “tail” insurance policy exceed 300% of the annual premiums paid as of the date of the purchase agreement by INXN for such insurance, and if the total cost for such prepaid “tail” policy exceeds such cap, then DLR may obtain, or cause to be obtained, a condition prepaid “tail” policy with the maximum coverage available for a total cost equal to such cap. If Table of Contents DLR for any reason fails to obtain, or cause to be obtained, such transaction“tail” insurance policy as of the closing, DLR will continue, or cause such purchaser or such surviving corporation, as the case may beto be continued, to assume Newcomaintain in effect, for a period of six years from and after the closing, the directors’ and officers’ liability insurance in place as of the date of the purchase agreement or a comparable policy with INXN’s obligations under this Section 11.12 upon current insurance carrier or with an insurance carrier with the consummation same or better credit rating as INXN’s current directors’ and officers’ liability insurance carrier on terms no less favorable than those of any such transactionpolicy in effect on the date of the purchase agreement.

Director and Officer Liability. (a) Newco shall The Surviving Corporation shall: (i) indemnify and hold harmless and advance expenses to each person who at the present and former officers and directors of Hippo, date hereof or during the Subsidiaries of Hippo, period from the HippoRx Entities, and each individual who prior to date hereof through the Effective Time becomes an is serving as a director or officer of the Company or director of any such entity (each, a “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Personcollectively, the “D&O Indemnified PersonsParties”)) to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, in connection with any Claim and any judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of acts such judgments, fines, penalties or omissions by them amounts paid in their capacities as such occurring at or prior settlement) resulting therefrom; and (ii) promptly pay on behalf of each of the Indemnified Parties, to the Effective Time (fullest extent authorized or permitted by applicable law, as now or hereafter in effect, any Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including for acts payment on behalf of or omissions occurring advancement to the Indemnified Party of any Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the Transaction Agreements and the consummation requirement of the transactions contemplated thereby) any bond or other security, but subject to the maximum extent permitted Surviving Corporation’s receipt of an undertaking by law (“D&O Indemnified Losses”); provided that notwithstanding the foregoing Newco shall have no obligation to indemnify and hold harmless and advance expenses to any D&O Indemnified Person in respect of acts or omissions on behalf of such D&O Indemnified Person that occurred while Party, if required by applicable Law, to repay such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx Group, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim Expenses if it is ultimately determined under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided applicable Laws that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person Party is not entitled to be indemnified indemnified); provided, however, that the Surviving Corporation shall not be liable for any settlement effected without the Surviving Company’s written consent (which consent shall not be unreasonably withheld or delayed) and shall not be obligated to pay the fees and Expenses of more than one counsel (selected by Newco in connection with such matter. In a plurality of the event that Newco sells, transfers or leases applicable Indemnified Parties) for all or substantially all of its assets or is not a surviving corporation Indemnified Parties in any mergerjurisdiction with respect to any single Claim except to the extent that two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action. All rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director or officer of the Company or the Subsidiaries after the date hereof and shall inure to the benefit of such person’s heirs, consolidation or other business combination in which it may enter with any Person, Newco shall, as a condition executors and personal and legal representatives. For purposes of any such transaction, cause such purchaser or such surviving corporation, as the case may be, to assume Newco’s obligations under this Section 11.12 upon 6.7, (x) the consummation of any such transaction.term “

Director and Officer Liability. (a) Newco For six (6) years after the Closing, Parent shall cause the Company and is Subsidiaries to indemnify and hold harmless and advance expenses to the present and former directors or officers of the Company and directors of Hippo, the its Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a an “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), ) in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for acts or omissions occurring Closing and in connection with the Transaction Agreements Asset Sale and the consummation of the transactions contemplated therebySecond Step Distribution (and resulting liquidation) to the maximum fullest extent permitted by law (“D&O Applicable Law or provided under the Company’s organizational documents in effect on the date of this Agreement. In the event that any Indemnified Losses”); provided that notwithstanding the foregoing Newco shall have no obligation to indemnify and hold harmless and advance expenses Person is made party to any D&O Action arising out of or relating to matters that would be indemnifiable pursuant to the immediately preceding sentence, Buyer and the Company shall advance fees, costs and expenses (including reasonable attorney’s fees and disbursements) as incurred by such Indemnified Person in respect of acts or omissions connection with and prior to the final disposition of such D&O Action, subject to the execution by such Indemnified Person that occurred while of appropriate undertakings to repay such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx Groupadvanced fees, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided if it is ultimately determined that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco indemnification. For a period of six (6) years following the Closing, Parent shall cause the Company and its Subsidiaries to honor and fulfill in connection with such matterall respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements in effect immediately prior to the Closing between the Company or any its Subsidiary and any Indemnified Person. In addition, for a period of six (6) years following the event that Newco sellsClosing, transfers or leases all or substantially all Parent shall cause the Company and its Subsidiaries to cause the certificate of incorporation and bylaws (and other similar organizational documents) of the Company and each of its assets or is not a surviving corporation Subsidiaries to contain provisions with respect to exculpation of liability of all Indemnified Persons, indemnification of all Indemnified Persons and advancement of fees, costs and expenses that are no less advantageous in any merger, consolidation the aggregate to the intended beneficiaries than the corresponding provisions contained in the certificate of incorporation and bylaws (or other business combination in which it may enter with any Personsimilar organizational documents) of the Company and its Subsidiaries as of the date of this Agreement. To the maximum extent permitted by Applicable Law, Newco shall, as a condition of any such transaction, cause such purchaser or such surviving corporation, as the case may be, to assume Newco’s obligations under this Section 11.12 upon the consummation of any such transactionindemnification and exculpation shall be mandatory rather than permissive.

Director and Officer Liability. (a) Newco shall indemnify Parent and hold harmless and advance expenses Merger Subsidiary agree that all rights to indemnification existing in favor of the present and or former directors, officers and directors employees (or any person who served at the Company's or any of Hippoits Subsidiaries' request as an officer, director, or agent) of the Company or any of its Subsidiaries (or any other entity or enterprise, such as a partnership, joint venture, trust or employee benefit plan) as provided in the Company's certificate of Hippoincorporation or bylaws, or the HippoRx Entitiesarticles of organization, bylaws or similar documents of any of the Company's Subsidiaries or other entity or enterprise, and each individual who the indemnification agreements, if any, with such person or persons, as in effect as of the date hereof with respect to matters occurring prior to the Effective Time becomes an officer shall survive the Merger and shall continue in full force and effect without modification (other than modifications that would enlarge the indemnification rights) for a period of not less than the statutes of limitations applicable to such matter, and Parent shall, and after the Effective Time shall cause the Surviving Corporation to, comply fully with its obligations hereunder and thereunder. The certificate of incorporation and bylaws of the Surviving Corporation shall not be amended, repealed or director otherwise modified for the period set forth in the preceding sentence in any manner that would adversely affect the rights thereunder of any such entity individuals who as of the date hereof were directors, officers or employees of the Company or otherwise entitled to indemnification under the certificate of incorporation, bylaws or indemnification agreements (each, a “Hippo D&O Indemnified Person”the "INDEMNIFIED PARTIES"), and such certificate of incorporation of the present and former officers and directors Surviving Corporation shall include provisions providing for the indemnification of Rhino, the Subsidiaries of Rhino and the RhinoRx Entitiesadvancement of expenses to, such Indemnified Parties identical to those contained in the Company's certificate of incorporation. It is understood and agreed that the Company shall, to the fullest extent permitted under applicable law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and each individual who prior after the Effective Time, Parent and the Surviving Corporation shall, to the Effective Time becomes an officer fullest extent permitted under applicable law, indemnify, defend and hold harmless, each Indemnified Party against any costs or director of any such entity expenses (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities, and amounts paid in respect settlement entered into with the consent of acts Parent (which consent shall not be unreasonably withheld) in connection with any claim, action, suit, proceeding or investigation, including liabilities arising out of this Agreement and the transactions contemplated hereby, to the extent that it was based on the fact that such Indemnified Party is or was a director, officer, or employee of the Company and arising out of actions or omissions by them in their capacities as such or alleged actions or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the Transaction Agreements and the consummation of the transactions contemplated thereby) Time, to the maximum same extent permitted by law (“D&O Indemnified Losses”)as provided in the Company's certificate of incorporation or bylaws or any applicable contract or agreement as in effect on the date hereof, in each case for a period of six years after the date hereof; provided PROVIDED, HOWEVER, that notwithstanding in the foregoing Newco shall have no obligation event that any claim or claims for indemnification are asserted or made within a six-year period, all rights to indemnify and hold harmless and advance expenses to any D&O Indemnified Person indemnification in respect of acts any such claim or omissions claims shall continue until the disposition of any and all such D&O Indemnified Person that occurred while claims. In the event of any such D&O Indemnified Person was acting in a capacity claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time) (i) for Hippo the Company or its Subsidiaries other than in connection with either Parent, as applicable, shall pay the HippoRx Groupreasonable fees and expenses of one counsel (provided that if different Indemnified Parties are subject to different claims, actions, suits, proceedings or investigations, each Indemnified Party may select his or her own counsel), which counsel shall be reasonably satisfactory to the HippoRx Entities Company or the Transaction Agreements Surviving Corporation, promptly as statements therefor are received and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements Company and the transactions contemplated therebySurviving Corporation will cooperate in the defense of any such matter. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco Company shall, and after the Effective Time, the Surviving Corporation shall periodically (but not more frequently than monthly) advance reasonably incurred expenses as so incurred with respect to the foregoing (including with respect to any action to enforce rights to indemnification or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and the advancement of expenses) to the fullest extent permitted under applicable law; PROVIDED, HOWEVER, that the person to whom the expenses are incurred; provided advanced provides an undertaking (without delivering a bond or other security) to repay such advance if it is ultimately determined that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person person is not entitled to be indemnified by Newco in connection with such matter. In the event that Newco sells, transfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with any Person, Newco shall, as a condition of any such transaction, cause such purchaser or such surviving corporation, as the case may be, to assume Newco’s obligations under this Section 11.12 upon the consummation of any such transactionindemnification.

Director and Officer Liability. (a) Newco For six (6) years after the Closing, Parent shall cause the Company and its Subsidiaries to indemnify and hold harmless and advance expenses to the present and former directors and officers of the Company and directors of Hippo, the its Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a an “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), ) in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for acts or omissions occurring consummation of the Post-Offer Reorganization and in connection with the Transaction Agreements and the consummation of the transactions contemplated thereby) Transactions to the maximum fullest extent permitted by law (“D&O applicable Law. In the event that any Indemnified Losses”); provided that notwithstanding the foregoing Newco shall have no obligation to indemnify and hold harmless and advance expenses Person is made party to any D&O Action that would be indemnifiable pursuant to the immediately preceding sentence, Parent shall cause Table of Contents the Company to advance fees, costs and expenses (including reasonable attorney’s fees and disbursements) as incurred by such Indemnified Person in respect of acts or omissions connection with and prior to the final disposition of such D&O Action, subject to the execution by such Indemnified Person that occurred while of appropriate undertakings to repay such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx Groupadvanced fees, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided if it is ultimately determined that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco indemnification, in connection with such mattereach case except to the extent prohibited under applicable Law. For a period of six (6) years following the Closing, Parent shall cause the Company and its Subsidiaries to honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements in effect as of the date hereof between the Company or any of its Subsidiaries and any Indemnified Person (the “Indemnification Agreements”). In addition, for a period of six (6) years following the event that Newco sellsClosing, transfers or leases all or substantially all Parent shall cause the Company and its Subsidiaries to cause the articles of its assets or is not a surviving corporation in any merger, consolidation association and rules and regulations of the Company Board (or other business combination similar organizational documents) of the Company and its Subsidiaries to contain provisions with respect to exculpation of Liability of all Indemnified Persons, indemnification of all Indemnified Persons and advancement of fees, costs and expenses that are no less advantageous in which it may enter with any Personthe aggregate to the intended beneficiaries than the corresponding provisions contained in the Company Organizational Documents as of the date hereof. To the maximum extent permitted by applicable Law, Newco shall, as a condition of any such transaction, cause such purchaser or such surviving corporation, as the case may be, to assume Newco’s obligations under this Section 11.12 upon the consummation of any such transactionindemnification and exculpation shall be mandatory rather than permissive.

Director and Officer Liability. (a) Newco For a period of six years after the Effective Time, Parent shall indemnify cause the Surviving Corporation to indemnify, defend and hold harmless and advance expenses harmless, to the fullest extent required or permitted by Article XI of Company's By-Laws in effect on the date of this Agreement, the present and former officers and directors (each an "Indemnified Party") of Hippo, the Company and its Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), against all Liabilities in respect of acts or omissions by them taken in their capacities capacity as such occurring officers or directors of Company or its Subsidiaries at or prior to the Effective Time (including for acts or omissions occurring in connection with the Transaction Agreements approval of this Agreement and the consummation of the transactions contemplated thereby) Transactions), 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 the maximum extent permitted by law (“D&O Indemnified Losses”); provided that notwithstanding the foregoing Newco shall have no obligation to indemnify exculpation and hold harmless and advance expenses to any D&O Indemnified Person in respect of indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of such D&O the Indemnified Person that occurred while such D&O Indemnified Person was acting Parties as provided in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx GroupBCL, the HippoRx Entities Certificate of Incorporation or Article XI of Company's By-Laws in effect on the Transaction Agreements date of this Agreement and the transactions contemplated thereby By-laws or (ii) charters of Subsidiaries, in each case in effect as of the date of this Agreement, shall survive the Merger and shall continue in full force and effect for Rhino 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 its Subsidiaries 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 XI of Company's By-Laws in effect on the date of this Agreement, any other than similar organizational documents of Company and Subsidiaries, as the case may be, shall be made in connection with either the RhinoRx Groupmanner provided in Article XI of Company's By-Laws in effect on the date of this Agreement; and provided, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated therebyfurther, that nothing in this Section 4.09 shall impair any rights of any Indemnified Party. Without limiting the generality of the foregoingpreceding sentence, in the D&O event that any Indemnified Losses shall include reasonable costs of prosecuting a claim under Party becomes involved in any actual or threatened Litigation covered by this Section 11.12. Newco 4.09 after the Effective Time, Parent shall periodically cause the Surviving Corporation to, to the fullest extent required and/or permitted by Article XI of Company's By-Laws in effect on the date of this Agreement, promptly advance to such Indemnified Party his or reimburse each D&O Indemnified Person for all reasonable fees her legal or other expenses (including the cost of any investigation and expenses constituting D&O Indemnified Losses as such fees and expenses are incurredpreparation incurred in connection therewith); provided that such D&O Indemnified any Person shall agree to whom expenses are advanced provides an undertaking to promptly 104 repay to Newco the amount of any such reimbursement advances if it shall be judicially is ultimately determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to indemnification. For six years after the Effective Time, Parent will cause the Surviving Corporation to, and Surviving Corporation will, without any lapse in coverage, provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by Company's officers' and directors' liability insurance policies (each an "Insured Party") on terms with respect to coverage and amount no less favorable than those of such policies in effect on the date of this Agreement; provided, however, that Parent shall not be indemnified required to cause the Surviving Corporation to pay an annual premium for any twelve month period in excess of 200% of the annual premium paid in the twelve month period immediately preceding the date of this Agreement (the "Premium Cap") and, if Company is unable to obtain the insurance required by Newco this Section 4.09 at an annual cost equal to or less than the Premium Cap, the Parent shall only be required to cause Company to obtain as much comparable insurance as possible for the annual premium to equal the Premium Cap. If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger and the continuing or surviving entity does not assume the obligations of the Surviving Corporation set forth in connection with such matter. In the event that Newco sellsthis Section 4.09, or (ii) transfers or leases all or substantially all of its properties and assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with to any Person, Newco shallthen, as a condition and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 4.09. Parent shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees, incurred by any such transaction, cause such purchaser or such surviving corporation, as Person to enforce the case may be, to assume Newco’s obligations of Parent and Surviving Corporation under this Section 11.12 upon 4.09. Company shall cooperate with Parent and its insurance broker in connection with the consummation provision of information relating to the analysis of, and application for, insurance responsive to the requirements of this Section. The obligations of Parent under this Section 4.09 will not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 4.09 applies, without the consent of such transactionaffected Indemnified Party (it being expressly agreed that the Indemnified Parties and the Insured Parties are each intended third party beneficiaries of this Section 4.09).

Director and Officer Liability. (a) Newco shall indemnify Purchaser, Apple and hold harmless Apple’s Subsidiaries agree that all rights to exculpation, indemnification and advance advancement of expenses to the present and former officers and directors of Hippofor acts, the Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), in respect of acts errors or omissions by them in their capacities as such occurring or alleged to have occurred at or prior to the Effective Time Time, whether asserted or claimed prior to, at or after the Effective Time, existing as at the date of this Agreement in favor of the current or former directors and officers of Apple or its Subsidiaries as provided in their respective articles of association or other organizational documents or in any agreement or deed of indemnity (including for acts or omissions occurring set forth in connection with Section 7.01 of the Apple Disclosure Schedule) shall survive the Transaction Agreements and shall continue in full force and effect in accordance with their terms. For a period of six years from the consummation Effective Time, to the fullest extent permitted under Applicable Law, Purchaser (x) shall and shall cause Apple and its Subsidiaries to maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the transactions contemplated therebyarticles of association or similar organizational documents of Apple and its Subsidiaries in effect as at the date of this Agreement or in any indemnification agreements or deed of indemnity of Apple or its Subsidiaries with any of their respective current or former directors or officers in effect as at the date of this Agreement (and set forth in Section 7.01 of the Apple Disclosure Schedule) to the maximum fullest extent permitted by law under Applicable Law, and (“D&O Indemnified Losses”)y) shall not permit Apple or any of its Subsidiaries to amend, repeal or otherwise modify any such provisions or any such indemnification agreements or deeds or the exculpation, indemnification or advancement of expenses provisions of the organizational documents of Apple or its Subsidiaries in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors or officers of Apple or any of its Subsidiaries; provided provided, however, that notwithstanding the foregoing Newco shall have no obligation all rights to indemnify exculpation, indemnification and hold harmless and advance advancement of expenses to any D&O Indemnified Person in respect of acts any Proceeding pending or omissions asserted or any claim made within such six-year period after the Effective Time shall continue until the disposition of such D&O Indemnified Person that occurred while Proceeding or resolution of such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection claim. Following the Closing Purchaser shall cause Apple to comply with either the HippoRx Group, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality terms of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco in connection with such matter. In the event that Newco sells, transfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other business combination in which it may enter with any Person, Newco shall, as a condition of any such transaction, cause such purchaser or such surviving corporation, as the case may be, to assume Newco’s obligations under this Section 11.12 upon the consummation of any such transaction7.01(a).