Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. The Companies Act 1981 of Bermuda (the “Companies Act”) requires every officer, including directors, of a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts if it is ultimately determined that he is not entitled to be indemnified. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officers.

Indemnification of Directors and Officers. The Companies Act 1981 (a) Without limiting any additional rights that any officer, director or employee may have under the Certificate of Bermuda Incorporation or the Bylaws (or the charter documents of the Company’s Subsidiaries), from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each current (as of the Effective Time) and each former officer and director of the Company or its Subsidiaries (collectively, the “Companies ActIndemnified Parties”), from and against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including actual attorneys’ fees and disbursements (collectively, “Costs”) requires every incurred in connection with any Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was an officer, including directorsdirector or fiduciary of the Company or the Subsidiaries at or prior to the Effective Time, of a company in exercising powers and discharging dutieswhether asserted or claimed prior to, at or after the Effective Time, to act honestly the fullest extent that the Company would be permitted under applicable Law and required under the Certificate of Incorporation or the Bylaws (or, as relevant, those of the applicable Subsidiary) as at the date hereof. In the event of any such Proceeding, each Indemnified Party shall be entitled to advancement of expenses incurred in good faith with a view the defense of any Proceeding from Parent or the Surviving Corporation to the best interests fullest extent that the Company would be permitted under applicable Law and the Certificate of Incorporation or the Bylaws (or, as relevant, those of the companyapplicable Subsidiary) as at the date hereof, and in accordance with the terms of the indemnification agreements between the Company and each of the directors and officers of the Company. Notwithstanding anything to exercise the carecontrary herein (but subject to any superior rights contained in Certificate of Incorporation or the Bylaws (or, diligence and skill that as relevant, those of the applicable Subsidiary) or applicable indemnification agreements to which any of the Company or its Subsidiaries is a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors party), prior to making any payment or advance in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. Howeverthe indemnification obligations set forth in this Section 5.9, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person Person who is involved in legal proceedings by reason of the fact that person is requesting such indemnification or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing shall agree to repay all such advanced amounts payments or advances if it is ultimately determined that he such Person is not entitled to be indemnifiedindemnification. In additionSubject to any superior rights contained in the Certificate of Incorporation or the Bylaws (or, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In additionas relevant, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and applicable Subsidiary) or applicable indemnification agreements to which any of the Registrant’s bye-laws permit Company or its Subsidiaries is a party, no Indemnified Party shall settle, compromise or consent to the Registrant to purchase and maintain insurance for the benefit entry of any officer judgment in any threatened or director actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make writing to such directors and officerssettlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Indemnification of Directors and Officers. The Companies Act 1981 (a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of Bermuda (the “Companies Act”) requires every officerEffective Time, including Parent shall cause the Surviving Corporation to indemnify and hold harmless all past and present directors, officers and employees of a company in exercising powers and discharging duties, to act honestly in good faith with a view the Company or any Company Subsidiary to the best interests same extent such Persons are indemnified as of the companydate of this Agreement by the Company or any Company Subsidiary pursuant to applicable Law, the Company Articles, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the date of this Agreement and filed as an exhibit to exercise a Company SEC Document with any directors, officers, and employees of the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer Company or any person employed by Company Subsidiary, arising out of acts or omissions in their capacity as directors, officers or employees of the company as auditor, exempting such officer Company or person from, any Company Subsidiary occurring at or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation prior to the company Effective Time; provided, however, that Parent shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require cause the Registrant Surviving Corporation to indemnify and hold harmless such persons to the full fullest extent permitted by applicable Law for acts or omissions occurring in connection with the Companies Act approval of this Agreement and the consummation of the transactions contemplated hereby. Parent shall cause the Surviving Corporation to advance expenses (including reasonable legal fees and expenses) incurred in the event each person who defense of any claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the procedures set forth in the Company Articles, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the date of this Agreement and filed as an exhibit to a Company SEC Document, including any expenses incurred in enforcing such Person’s rights under this Section 5.10, regardless of whether indemnification with respect to or advancement of such expenses is involved in legal proceedings by reason authorized under the Company Articles, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, or such indemnification agreements; provided, however, that the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons whom expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing are advanced undertakes to repay all such advanced amounts expenses to Parent and the Surviving Corporation if it is ultimately determined that he such director, officer or employee is not entitled to be indemnifiedindemnification pursuant to this Section 5.10(a). In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) Notwithstanding anything herein to the Registrant contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification payments that it may make hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.10(a) shall continue in effect until the final disposition of such directors and officersclaim, action, suit, proceeding or investigation.

Indemnification of Directors and Officers. The Companies Act 1981 of Bermuda (a) From and after the “Companies Act”) requires every officerSubsequent Effective Time, including directors, of a company in exercising powers the Saturn Merger Surviving Corporation shall indemnify and discharging duties, to act honestly in good faith with a view to the best interests of the company, hold harmless (and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors advance funds in respect of each of the foregoing), in the same manner as provided by Saturn immediately prior to the date of this Agreement, each present and former director, officer and employee of Saturn and its Subsidiaries (in all of their capacities) and all fiduciaries under any loss arising Saturn Plan, including any person who becomes a director, officer or liability attaching employee or fiduciary under any Saturn Plan prior to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. Howeverthe Subsequent Effective Time (collectively, the Companies Act further provides that “Indemnified Parties”), against any provisioncosts or expenses (including reasonable attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding, whether in the bye-laws civil, criminal, administrative or investigative, arising out of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach pertaining to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person such Indemnified Party is or was a director, officer officer, employee or resident representative fiduciary of the Registrant, Saturn or any of its Subsidiaries or a fiduciary under any Saturn Plan or is or was serving at the request of the Registrant Saturn or any of its Subsidiaries as a director, officerofficer or employee of any other corporation, resident representativelimited liability company, employee or agent of another company or of a partnership, joint venture, trust or other enterprisebusiness or non-profit enterprise (including any employee benefit plan), whether asserted or claimed prior to, at or after the Subsequent Effective Time (including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid acts or to be paid omissions by directors or officers of Saturn or its Subsidiaries in settlementtheir capacities as such arising in connection with the transactions contemplated by this Agreement), and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts if it is ultimately determined that he is not entitled to be indemnified. In addition, the Registrant’s bye-laws specifically shall provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors the Indemnified Parties, in circumstances and subject all such cases to limitations substantially similar the same extent that such persons are indemnified or have the right to those described above. Section 98A advancement of expenses as of the Companies Act date of this Agreement by Saturn pursuant to Saturn’s certificate of incorporation, bylaws and the Registrantindemnification agreements, if any, or by any one of Saturn’s bye-laws permit the Registrant Subsidiaries pursuant to purchase such Subsidiary’s certificate of incorporation, bylaws and maintain insurance for the benefit indemnification agreements of any officer or director Subsidiary of Saturn, if any, in respect existence on the date of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officersthis Agreement.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For a period beginning at the Effective Time and ending on the sixth anniversary of Bermuda (the “Companies Act”) requires every officerEffective Time, including Parent and the Surviving Company shall indemnify and hold harmless all former and current directors, officers and employees of a company in exercising powers and discharging duties, to act honestly in good faith with a view the Company or any Company Subsidiary to the best interests same extent such Persons are indemnified as of the companydate of this Agreement by the Company pursuant to applicable Law, the Company Charter, the Company Bylaws, the articles of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and to exercise indemnification agreements, if any, in existence on the caredate of this Agreement with any directors, diligence officers and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect employees of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer Company or any person employed by Company Subsidiary, arising out of acts or omissions in their capacity as directors, officers or employees of the company as auditor, exempting such officer Company or person from, any Company Subsidiary occurring at or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation prior to the company shall be void. The Registrant has adopted provisions in its bye-laws thatEffective Time; provided, subject to certain exemptions however, that Parent agrees, and conditionsParent will cause the Surviving Company to, require the Registrant to indemnify and hold harmless such persons to the full fullest extent permitted by Law for acts or omissions occurring in connection with the Companies Act approval of this Agreement and the consummation of the transactions contemplated hereby. Parent and the Surviving Company shall advance expenses (including reasonable legal fees and expenses) incurred in the event each person who is involved defense of any claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.11 in legal proceedings by reason accordance with the procedures and limitations set forth in the Company Charter, the Company Bylaws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the fact date of this Agreement; provided, however, that person is or was a the director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons whom expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing are advanced undertakes to repay all such advanced amounts expenses to Parent and the Surviving Company if it is ultimately determined that he such director, officer or employee is not entitled to be indemnifiedindemnification pursuant to this Section 5.11(a). In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) Notwithstanding anything herein to the Registrant contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification payments that it may make hereunder on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.11(a) shall continue in effect until the final disposition of such directors and officersclaim, action, suit, proceeding or investigation.

Indemnification of Directors and Officers. The Companies Act 1981 (a) Mxxxx shall, and shall cause the Surviving Corporation, to, jointly and severally (i) assume the obligations with respect to all rights to indemnification, advancement of Bermuda (expenses and exculpation from liabilities, for acts or omissions occurring at or prior to the “Companies Act”) requires every officer, including Effective Time now existing in favor of the current or former directors, officers or consultants of a company in exercising powers Myson and discharging duties, to act honestly in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person Person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant served as a director, officer, resident representativemember, employee consultant, trustee or agent fiduciary of another company or of a corporation, partnership, joint venture, trust trust, pension or other enterpriseemployee benefit plan or enterprise at the request of the Myson (collectively, including service the “D&O Indemnified Persons”) as provided in Myson’s Organizational Documents or any indemnification agreement between such Indemnified Person and Myson (in each case, as in effect on the date hereof and, in the case of any indemnification agreement, as set forth in the Myson Disclosure Schedule and of which Mxxxx has made available to Mag Mile Capital true, correct and complete copies), without further action, as of the Effective Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms and (ii) during the period commencing on the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, indemnify and hold harmless each Indemnified Person with respect to an employee benefit plan against all expenseclaims, liability and loss (including attorneys’ feesliabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or to be paid in settlement, compromise) and excise taxes or penalties arising under the Employee Retirement Income Security Act expenses (including fees and expenses of 1974legal counsel) incurred and suffered by the person in connection therewith. The Registrant is also required with the defense of any Action (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnified Person was a director or officer of Myson or (B) acts or omissions by an Indemnified Person in the Indemnified Person’s capacity as a director, officer or agent of Mxxxx or taken at the request of Mxxxx (including in connection with serving at the request of Mxxxx as a director, officer, agent, trustee or fiduciary of another person), in each case under its bye-laws clause (A) or (B), at, or at any time prior to, the Effective Time (including any Action relating in whole or in part to advance the transactions contemplated by this Agreement or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnified Person), to the fullest extent permitted under applicable Law that Myson and the Surviving Corporation could provide such indemnification to such persons expenses incurred in defending a proceeding D&O Indemnified Persons pursuant to which indemnification might apply, provided if the Companies Act requiresOGCA, the recipient provides an undertaking agreeing to repay all such advanced amounts if it is ultimately determined Myson Organizational Documents in effect on the date of this Agreement; provided, however, that he is not no D&O Indemnified Person shall be entitled to be indemnified. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses pursuant to these directors in circumstances and subject to limitations substantially similar to those described above. this Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director 5.12 in respect of any loss act or liability attaching omission which has been adjudicated to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to be ineligible for indemnification payments that it may make to such directors and officersunder Oklahoma Law.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For a period of Bermuda six years from and after the Effective Time, the Surviving Corporation and each Company Subsidiary, as applicable, shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless all past and present directors, officers and employees of the Company and the Company Subsidiaries (collectively, the “Companies ActIndemnified Persons”) requires every officerto the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, including the Company Certificate, the Company Bylaws, the corresponding organizational documents of the Company Subsidiaries and indemnification agreements, in each case as in existence on the date of this Agreement and listed in Section 3.13(a)(xxii) of the Company Disclosure Schedule (collectively, the “D&O Indemnification Agreements”), arising out of acts or omissions in their capacity as directors, officers or employees of a company in exercising powers the Company and discharging duties, to act honestly in good faith with a view such Company Subsidiaries occurring at or prior to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstancesEffective Time. The Companies Act provides that a Bermuda company may indemnify its directors Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) advance expenses (including reasonable legal fees and expenses) incurred in respect the defense of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service Actions with respect to an employee benefit plan against all expensethe matters subject to indemnification pursuant to this Section 5.08(a) in accordance with the procedures set forth in the Company Certificate, liability the Company Bylaws and loss (including attorneys’ feesindemnification agreements and the corresponding organizational documents of the Company Subsidiaries, judgmentsin each case in existence on the date of this Agreement; provided, fineshowever, amounts paid or that the person to be paid in settlementwhom expenses are advanced undertakes, and excise taxes or penalties arising under to the Employee Retirement Income Security Act of 1974) incurred and suffered extent required by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which DGCL or by the applicable indemnification might applyagreement or organizational document, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts expenses to the Surviving Corporation if it is ultimately determined that he such director, officer or employee is not entitled to be indemnified. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer under applicable Law or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) pursuant to the Registrant with respect to applicable indemnification payments that it may make to such directors and officersagreement or organizational document.

Indemnification of Directors and Officers. The Companies Act 1981 (a) From and after the Effective Time, the Surviving Company shall indemnify and hold harmless, to the fullest extent required by the Company Memorandum and Articles or the memorandum and articles of Bermuda the Company Subsidiaries or similar constitutional documents (as the case may be), and as required pursuant to any indemnity agreements of the Company or any Company Subsidiary in effect on the date hereof, each present and former director and officer of the Company and each Company Subsidiary (collectively, the “Companies ActIndemnified Parties”) requires every officeragainst any and all costs or expenses (including attorneys’ fees and expenses), including directorsjudgments, fines, losses, claims, settlements, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to such Indemnified Party’s service as a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests director or officer of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer Company or any person employed Company Subsidiary or services performed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving Person at the request of the Registrant as a director, officer, resident representative, employee Company or agent of another company or of a partnership, joint venture, trust or other enterpriseany Company Subsidiary, including service (i) any and all matters pending, existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Parties, and (iii) any claim arising from the transactions contemplated by this Agreement, and any actions taken by Parent and/or Merger Sub with respect thereto (including any disposition of assets of the Surviving Company or any Company Subsidiary which is alleged to have rendered the Surviving Company and/or any Company Subsidiary insolvent). The memorandum and articles of the Surviving Company shall contain provisions no less favorable with respect to an employee benefit plan against all expenseexculpation and indemnification that are set forth in the Company Memorandum and Articles as in effect on the date hereof, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or Parent shall cause such provisions not to be paid amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in settlement, and excise taxes or penalties arising under any manner that would affect adversely the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts if it is ultimately determined that he is not entitled to be indemnified. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligenceIndemnified Parties, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify unless such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made modification shall be required by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officersLaw.

Indemnification of Directors and Officers. The Companies Act 1981 Registrant is incorporated under the laws of Bermuda the State of Delaware. Section 145 of the Delaware General Corporation Law (the “Companies ActDGCL”) requires every makes provision for the indemnification of officers and directors of corporations in terms sufficiently broad to indemnify the officers and directors of the corporation under certain circumstances from liabilities (including reimbursement of expenses incurred) arising under the Securities Act. Section 102(b) (7) of the DGCL permits a corporation to eliminate the personal liability of directors or certain officers of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director or officer, including directorsexcept for liability of (i) a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its shareholders, of (ii) a company in exercising powers and discharging duties, to act honestly director or officer for acts or omissions not in good faith with or which involve intentional misconduct or a view to the best interests knowing violation of law, (iii) a director for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the companyDGCL, (iv) a director or officer for any transaction from which the director or officer derived an improper personal benefit or (v) an officer in any action by or in the right of the corporation. As permitted by the DGCL, the Registrant’s amended and restated certificate of incorporation and bylaws provide that: (i) the Registrant is required to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors (but not officers) to the fullest extent permitted by the DGCL; (ii) the Registrant may, in respect of any loss arising or liability attaching to them its discretion, indemnify its officers, employees and agents as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether set forth in the bye-laws DGCL; (iii) the Registrant is required, upon satisfaction of a company or certain conditions, to advance all expenses incurred by its directors in any contract between connection with certain legal proceedings; (iv) the company rights conferred in the bylaws are not exclusive; and any officer or any person employed by (v) the company as auditorRegistrant is authorized to enter into indemnification agreements with its directors, exempting such officer or person fromofficers, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be voidemployees and agents. The Registrant has adopted provisions in entered into agreements with its bye-laws that, subject to certain exemptions and conditions, directors that require the Registrant to indemnify them against expenses, judgments, fines, settlements and other amounts that any such person becomes legally obligated to the full extent permitted by the Companies Act pay (including with respect to a derivative action) in the event each connection with any proceeding, whether actual or threatened, to which such person who is involved in legal proceedings may be made a party by reason of the fact that such person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request director of the Registrant as or any of its affiliates, provided such person acted in good faith and in a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or manner such person reasonably believed to be paid in settlementin, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts if it is ultimately determined that he is not entitled to be indemnified. In additionopposed to, the Registrant’s bye-laws specifically provide best interests. The indemnification agreements also set forth certain procedures that will apply in the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide event of a claim for indemnification and the advancement thereunder. At present, no litigation or proceeding is pending that involves any of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit directors or officers regarding which indemnification is sought, nor is the Registrant to purchase and maintain insurance for the benefit aware of any officer or director threatened litigation that may result in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or directorclaims for indemnification. The Registrant expects to continue to maintain standard policies of maintains a directors’ and officers’ liability insurance that provide coverage (i) to its policy. The policy insures directors and officers against loss unindemnified losses arising from claims made by reason of breach of duty or other certain wrongful act acts in their capacities as directors and (ii) to officers and reimburses the Registrant with respect to indemnification payments that for those losses for which it may make to such has lawfully indemnified the directors and officers. The policy contains various exclusions.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of Bermuda (the “Companies Act”) requires every officerEffective Time, including the Parent Entities and the Surviving Corporation shall jointly and severally indemnify and hold harmless all past and present directors, officers and employees of a company in exercising powers and discharging duties, to act honestly in good faith with a view the Company or any Company Subsidiary to the best interests same extent such Persons are indemnified as of the companydate of this Agreement by the Company or such Company Subsidiary pursuant to applicable Law, the Company Certificate, the Company Bylaws and the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and to exercise any indemnification agreements in existence on the caredate of this Agreement with any directors, diligence officers and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect employees of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer Company or any person employed by Company Subsidiary, arising out of acts or omissions in their capacity as directors, officers or employees of the company as auditor, exempting such officer Company or person from, any Company Subsidiary occurring at or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation prior to the company shall be void. The Registrant has adopted provisions in its bye-laws thatEffective Time; provided, subject to certain exemptions however, that the Parent Entities agree to, and conditionswill cause the Surviving Corporation to, require the Registrant to indemnify and hold harmless such Persons to the full fullest extent permitted by Law for acts or omissions occurring in connection with the Companies Act approval of this Agreement and the consummation of the transactions contemplated hereby. The Parent Entities and the Surviving Corporation shall advance expenses (including reasonable legal fees and expenses) incurred in the event each person who is involved defense of any claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.14(a) in legal proceedings by reason accordance with the procedures set forth in the Company Certificate, the Company Bylaws and the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the fact date of this Agreement; provided, however, that person is or was a the director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons whom expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing are advanced undertakes to repay all such advanced amounts expenses to the Parent Entities and the Surviving Corporation if it is ultimately determined that he such director, officer or employee is not entitled to be indemnifiedindemnification pursuant to this Section 5.14(a). In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) Notwithstanding anything herein to the Registrant contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such Persons with respect to matters subject to indemnification payments that it may make hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.14(a) shall continue in effect until the final disposition of such directors and officersclaim, action, suit, proceeding or investigation.

Indemnification of Directors and Officers. The Companies Act 1981 (a) From and after the Effective Time, the Surviving Corporation shall indemnify and hold harmless, to the fullest extent required by the Company Memorandum and Articles, and as required pursuant to any indemnity agreements of Bermuda the Company or any Company Subsidiary in effect on the date hereof, each present and former director and officer of the Company and each Company Subsidiary (collectively, the “Companies ActIndemnified Parties”) requires every officeragainst any costs or expenses (including attorneys’ fees and expenses), including directorsjudgments, fines, losses, claims, settlements, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to such Indemnified Party’s service as a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests director or officer of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer Company or any person employed Company Subsidiary or services performed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving Person at the request of the Registrant as a director, officer, resident representative, employee Company or agent of another company or of a partnership, joint venture, trust or other enterpriseany Company Subsidiary, including service (i) any and all matters pending, existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, (ii) any claim arising from the transactions contemplated herein, (iii) the approval of this Agreement, the Merger or the other Transactions or arising out of or pertaining to the Transactions; and (iv) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party. The memorandum and articles of association of the Surviving Corporation will contain provisions with respect to an employee benefit plan against all expenseexculpation, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts if it is ultimately determined that he is not entitled to be indemnified. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses and indemnification that are at least as favorable to these directors the Indemnified Parties as those contained in circumstances the Company Memorandum and subject Articles, except to limitations substantially similar to those described above. Section 98A the extent prohibited by the Cayman Companies Law or any other applicable Law, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligenceIndemnified Parties, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify unless such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made modification is required by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officersLaw.

Indemnification of Directors and Officers. The Companies Act 1981 of Bermuda (a) For not less than six years from and after the “Companies Act”) requires every officerEffective Time, including directors, of a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests of the companyBuyer agrees to, and to exercise cause the careSurviving Corporation to, diligence indemnify and skill hold harmless all past and present Table of Contents directors, officers, employees and agents of the Company (“Covered Persons”) to the same extent such persons are indemnified as of the date of this Agreement by the Company pursuant to the Company’s amended and restated certificate of incorporation, as amended, second amended and restated bylaws and indemnification agreements, if any, in existence on the date of this Agreement with any Covered Persons for acts or omissions occurring at or prior to the Effective Time; provided, however, that a reasonably prudent person would exercise Buyer agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless such persons to the fullest extent permitted by applicable Law for acts or omissions occurring in comparable circumstancesconnection with the approval of this Agreement and the consummation of the transactions contemplated hereby. The Companies Act provides that a Bermuda company may indemnify its directors Each Covered Person shall be entitled to advancement of expenses incurred in respect the defense of any loss arising claim, action, suit, proceeding or liability attaching investigation with respect to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, matters subject to indemnification hereunder to the Companies Act further provides that any provision, whether extent provided in the byecertificate of incorporation and by-laws of a company or in any contract between the company and any officer or Surviving Corporation, provided that any person employed to whom expenses are advanced undertakes, to the extent required by the company as auditorDGCL, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts expenses if it is ultimately determined that he such person is not entitled to be indemnifiedindemnification. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) Notwithstanding anything herein to the Registrant contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Covered Person with respect to matters subject to indemnification payments that it may make hereunder on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.8 shall continue in effect until the final disposition of such directors and officersclaim, action, suit, proceeding or investigation.

Indemnification of Directors and Officers. (a) The Companies Act 1981 indemnification, advancement and exculpation provisions of Bermuda the indemnification agreements by and among the Company and its directors and certain executive officers as in effect at the Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner. The Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and the Company Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in the Company Memorandum and Articles or comparable organizational documents of any of the Company Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of the Company Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of the Company Subsidiaries prior to the Effective Time (the “Companies ActIndemnified Parties”) requires every officer, including directors, of a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts if it is ultimately determined that he is not entitled to be indemnified). In addition, during the Registrant’s bye-laws specifically provide that period commencing at the indemnification rights granted thereunder are non-exclusive. In additionEffective Time and ending on the sixth anniversary of the Effective Time, the Registrant has entered into separate contractual indemnification arrangements Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) cause the memorandum and articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with its directors. These arrangements provide for indemnification and the respect to exculpation, advancement of expenses and indemnification that are at least as favorable to these directors the Indemnified Parties as those contained in circumstances the Company Memorandum and subject to limitations substantially Articles and other similar to those described above. Section 98A organizational documents of the Companies Act Company Subsidiaries as in effect on the date hereof, and during such six year period, such provisions shall not be amended, repealed, or otherwise modified in any manner that would affect adversely the Registrant’s bye-laws permit rights thereunder of the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligenceIndemnified Parties, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made except as required by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officersapplicable Law.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For a period of Bermuda six years from and after the Effective Time, the Surviving Corporation and each Company Subsidiary, as applicable, shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless all past and present directors, officers and employees of the Company and the Company Subsidiaries (collectively, the “Companies ActIndemnified Persons”) requires every officerto the same extent such individuals are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, including the Company Certificate, the Company Bylaws, the corresponding organizational documents of the Company Subsidiaries and indemnification agreements, in each case as in existence on the date of this Agreement and listed in Section 3.13(a)(xxix) of the Company Disclosure Schedule (collectively, the “D&O Indemnification Agreements”), arising out of acts or omissions in their capacity as directors, officers or employees of a company in exercising powers the Company and discharging duties, to act honestly in good faith with a view such Company Subsidiaries occurring at or prior to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstancesEffective Time. The Companies Act provides that a Bermuda company may indemnify its directors Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) advance expenses (including reasonable legal fees and expenses) incurred in respect the defense of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service Actions with respect to an employee benefit plan against all expensethe matters subject to indemnification pursuant to this Section 5.08(a) in accordance with the procedures set forth in the Company Certificate, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlementthe Company Bylaws, and excise taxes or penalties arising under the Employee Retirement Income Security Act corresponding organizational documents of 1974) incurred the Company Subsidiaries and suffered indemnification agreements, in each case in existence on the date of this Agreement; provided, however, that the individual to whom expenses are advanced undertakes, to the extent required by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which DGCL or by the applicable indemnification might applyagreement or organizational document, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts expenses to the Surviving Corporation if it is ultimately determined that he such director, officer or employee is not entitled to be indemnified. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer under applicable Law or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) pursuant to the Registrant with respect to applicable indemnification payments that it may make to such directors and officersagreement or organizational document.

Indemnification of Directors and Officers. The Companies Act 1981 of Bermuda (the “Companies Act”a) requires every Without limiting any additional rights that any director, officer, including directorstrustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the respective certificates of a company in exercising powers incorporation or bylaws (or comparable organizational documents) of the Company or the Company Subsidiary, from and discharging dutiesafter the Effective Time, to act honestly in good faith with a view Parent and the Surviving Corporation shall: (i) indemnify and hold harmless each current and former officer or director of the Company or the Company Subsidiary, and each such Person prior to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was Effective Time serving at the request of the Registrant Company or the Company Subsidiary as a director, officer, resident representativeemployee, employee fiduciary or agent of another company or of a corporation, partnership, joint venturetrust, trust employee benefit plan or other enterprise, including service as provided in the respective certificates or articles of incorporation or bylaws (or comparable organizational documents) of the Company or the Company Subsidiary (collectively, the “Indemnified Persons”) to the fullest extent authorized or permitted by applicable Law, as now or hereafter in effect, in connection with respect to an employee benefit plan against all expense, liability any Claim (as defined below) and loss (including attorneys’ fees, any judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or to be payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (ii) promptly pay on behalf of each of the Indemnified Persons, and excise taxes to the fullest extent authorized or penalties arising under the Employee Retirement Income Security Act of 1974permitted by applicable Law, as now or hereafter in effect, any Expenses (as defined below) incurred and suffered 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 payment on behalf of or advancement to the Indemnified Person of any Expenses incurred by the person such Indemnified Person in connection therewith. The Registrant is also required under its bye-laws to advance with enforcing any rights with respect to such persons expenses incurred indemnification and/or advancement, in defending a proceeding each case without the requirement of any bond or other security, but subject to which indemnification might applyParent’s or the Surviving Corporation’s, provided if the Companies Act requiresas applicable, the recipient provides receipt of an undertaking agreeing by or on behalf of such Indemnified Person to repay all such advanced amounts Expenses if it is ultimately determined under applicable Law that he such Indemnified Person is not entitled to be indemnified. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for The indemnification and advancement obligations of Parent and the advancement Surviving Corporation pursuant to this Section 5.10(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of expenses to these directors in circumstances this Agreement and subject to limitations substantially similar to those described above. Section 98A the consummation of the Companies Act transactions contemplated hereby, including the consideration and approval thereof and the Registrant’s bye-laws permit process undertaken in connection therewith and any Claim relating thereto). 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 Registrant Company or the Company Subsidiary after the date hereof and shall inure to purchase and maintain insurance for the benefit of any officer or director in respect such person’s heirs, executors and personal and legal representatives. For purposes of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not this Section 5.10(a): (x) the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officers.term “

Indemnification of Directors and Officers. The Companies Act 1981 (a) For a period of Bermuda (six years from and after the “Companies Act”) requires every officer, including directors, of a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. HoweverEffective Time, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company Surviving Corporation and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company Parent shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service (with respect to an employee benefit plan against Parent, only to the extent the Surviving Corporation is permitted to do so under applicable Law), jointly and severally, indemnify all expenseCompany Indemnified Parties to the same extent such individuals are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, liability the Company Organizational Documents, the governing or organizational documents of any Company Subsidiary or indemnification agreements between such Company Indemnified Party and loss the Company or a Company Subsidiary (“Company Indemnification Agreements”), arising out of acts or omissions occurring at or prior to the Effective Time; provided that any such indemnification shall be subject to any limitation imposed from time to time under applicable Law; provided further, that if any valid claim for indemnification is made hereunder by a Company Indemnified Party prior to six years after the Effective Time, such indemnification obligation will survive (solely with respect to such claim) until the final resolution of the matter giving rise to such claim. The Surviving Corporation and Parent shall, jointly and severally, advance to the Company Indemnified Parties expenses (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, reasonable legal fees and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974expenses) incurred and suffered by in the person defense of any Actions with respect to the matters subject to indemnification pursuant to this Section 6.9(a) in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred accordance with the procedures set forth in defending a proceeding to which indemnification might apply, provided if the Companies Act requiresCompany Organizational Documents, the recipient provides an undertaking agreeing governing or organizational documents of any Company Subsidiary or Company Indemnification Agreements, in each case in existence on the date of this Agreement; provided, however, that the director or officer to whom expenses are advanced undertakes to repay all such advanced amounts expenses to the Surviving Corporation if it is ultimately determined that he such director or officer is not entitled to indemnification under applicable Law or pursuant to the applicable organizational document or Company Indemnification Agreement. Any determination required to be indemnified. In additionmade with respect to whether a Company Indemnified Party’s conduct complies with the standards set forth under applicable Law and the Company Organizational Documents, the Registrant’s bye-laws specifically provide that governing or organizational documents of any Company Subsidiary or Company Indemnification Agreements, in each case in effect as of the indemnification date of this Agreement, shall be made by independent legal counsel selected by the Surviving Corporation and reasonably acceptable to the Company Indemnified Party (such acceptance not to be unreasonably conditioned, withheld or delayed). During this six year period, without the prior written consent of the Company Indemnified Party, all rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for to indemnification and exculpation from liabilities for acts or omissions occurring prior to the Effective Time and rights to advancement of expenses to these directors relating thereto now existing in circumstances and subject to limitations substantially similar to those described above. Section 98A favor of any Company Indemnified Party as provided in the Company Organizational Documents, the organizational or governing documents of the Companies Act Company Subsidiaries or any Company Indemnification Agreement, in each case, as in effect on the date of this Agreement, shall not be amended, restated, amended and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit restated, repealed or otherwise modified in any manner (whether by merger, consolidation, division, operation of law or otherwise) that would adversely affect any right thereunder of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officersCompany Indemnified Party.

Indemnification of Directors and Officers. The Companies Act 1981 of Bermuda (the “Companies Act”) requires every officer, including directors, of a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests Charter Documents of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company Company Group shall be void. The Registrant has adopted contain provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service no less favorable with respect to an employee benefit plan the limitation or elimination of Liability and indemnification than are set forth in the Charter Documents of the Company Group as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Closing were directors, officers, agents or employees of the Company Group or who were otherwise entitled to indemnification pursuant to the Charter Documents of the Company Group; provided, however, that nothing shall prohibit any member of the Company Group from merging with another Person so long as the Charter Documents of the surviving entity contain such provisions that are not less favorable than those set forth in the Charter Documents of the Company Group as of the date of this Agreement. The Company Group has purchased a directors’ and officers’ Liability, including for directors and officers of the Company Group, insurance tail policy for six (6) years from the Closing Date with respect to matters existing or occurring at or prior to the Closing Date (including the Closing Transactions). From and after the Closing Date, the Buyer Parties will indemnify, hold harmless and defend each individual who served as a director or officer of the Company Group at any time prior to the Closing Date, to the extent such individual is entitled to indemnification under the Charter Documents of the member of the Company Group for which such individual was a director or officer, from and against all expenseProceedings, liability hearings and loss (claims, including all court costs and reasonable attorneys’ feesfees and expenses, judgmentsresulting from or arising out of acts or omissions (or alleged acts or omissions) by them in their capacities as such, fines, amounts paid which acts or omissions occurred at or prior to the Closing. The provisions of this Section 9.6 are (i) intended to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts if it is ultimately determined that he is not entitled to be indemnified. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of, and shall be enforceable by, each Person entitled to indemnification under this Section 9.6, and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act this Section 9.6 and (ii) to the Registrant with respect in addition to, and not in substitution for, any other rights to indemnification payments that it any such Person may make to such directors and officershave by Contract or otherwise.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For six years from and after the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, assume, honor and fulfill in all respects the obligations of Bermuda the Company and its Subsidiaries to indemnify, hold harmless and advance the costs, fees and expenses of all past and present directors and officers of the Company and each Company Subsidiary (collectively, the “Companies ActCovered Persons”) requires every officerunder and to the same extent such Persons are indemnified as of the date of this Agreement by the Company or such Company Subsidiary pursuant to (i) indemnification, including directorsexpense advancement and exculpation provisions in the Company Charter, the Company Bylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of a company any Company Subsidiary, and (ii) any indemnification agreements, if any, in exercising powers existence on the date of this Agreement with any Covered Person and discharging dutiesmade available to Parent (collectively, the “Existing Indemnification Agreements”), in each case, to act honestly in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full fullest extent permitted by applicable Law, arising out of acts or omissions in their capacity as directors or officers of the Companies Act Company or such Company Subsidiary occurring at or prior to the Effective Time. Parent shall cause the Surviving Corporation to advance expenses (including reasonable legal fees and expenses) incurred in the event each person who is involved in legal proceedings by reason defense of the fact that person is any Proceeding or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service investigation with respect to an employee benefit plan against all expensethe matters subject to indemnification pursuant to this Section 6.8 in accordance with the procedures (if any) set forth in the Company Charter, liability the Company Bylaws, the certificate of incorporation and loss (including attorneys’ feesbylaws, judgmentsor equivalent organizational documents, fines, amounts paid or to be paid in settlementof any Company Subsidiary, and excise taxes or penalties arising under any Existing Indemnification Agreements, as applicable; provided that the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient applicable Covered Person provides an undertaking agreeing to repay all such advanced amounts advance if it is ultimately determined by a final non-appealable order of a court of competent jurisdiction that he such Covered Person is not entitled to be indemnifiedindemnification under this Section 6.8 or otherwise. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) Notwithstanding anything herein to the Registrant contrary, if any Proceeding (whether arising before, at or after the Effective Time) is made against such persons with respect to indemnification payments that it may make matters subject to indemnification, expense advancement or exculpation hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 6.8 shall continue in effect until the final disposition of such directors and officersProceeding or investigation.

Indemnification of Directors and Officers. The Companies Act 1981 (a) From and after the Effective Time, the Surviving Company shall indemnify and hold harmless, to the fullest extent required by the Company Memorandum and Articles or the memorandum and articles or the Company Subsidiaries or similar constitutional documents (as the case may be) and as required pursuant to any indemnity agreements of Bermuda the Company or any Company Subsidiary in effect on the date hereof, each present and former director and officer of the Company and each Company Subsidiary (collectively, the “Companies ActIndemnified Parties”) requires every officeragainst any and all costs or expenses (including attorneys’ fees and expenses), including directorsjudgments, fines, losses, claims, settlements, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to such Indemnified Party’s service as a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests director or officer of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer Company or any person employed Company Subsidiary or services performed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving Person at the request of the Registrant as a director, officer, resident representative, employee Company or agent of another company or of a partnership, joint venture, trust or other enterpriseany Company Subsidiary, including service (i) any and all matters pending, existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Parties, and (iii) any claim arising from Transactions, and any actions taken by Parent and/or Merger Sub with respect thereto (including any disposition of assets of the Surviving Company or any Company Subsidiary which is alleged to have rendered the Surviving Company and/or any Company Subsidiary insolvent). The memorandum and articles of the Surviving Company shall contain provisions no less favorable with respect to an employee benefit plan against all expenseexculpation and indemnification than are set forth in the Company Memorandum and Articles as in effect on the date hereof, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or Parent shall cause such provisions not to be paid amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in settlement, and excise taxes or penalties arising under any manner that would affect adversely the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts if it is ultimately determined that he is not entitled to be indemnified. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligenceIndemnified Parties, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify unless such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made modification shall be required by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officersLaw.

Indemnification of Directors and Officers. (a) The Companies Act 1981 indemnification, advancement and exculpation provisions of Bermuda the indemnification agreements by and among the Company and its directors and certain executive officers as in effect at the Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner. The Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and the Company Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of the Company Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of the Company Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of the Company Subsidiaries prior to the Effective Time (the “Companies Act”) requires every officer, including directors, of a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts if it is ultimately determined that he is not entitled to be indemnified"Indemnified Parties"). In addition, during the Registrant’s bye-laws specifically provide that period commencing at the indemnification rights granted thereunder are non-exclusive. In additionEffective Time and ending on the sixth anniversary of the Effective Time, the Registrant has entered into separate contractual indemnification arrangements Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) cause the memorandum and articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with its directors. These arrangements provide for indemnification and the respect to exculpation, advancement of expenses and indemnification that are at least as favorable to these directors the Indemnified Parties as those contained in circumstances the memorandum and subject to limitations substantially articles of association (or other similar to those described above. Section 98A organizational documents) of the Companies Act Company and the Registrant’s bye-laws permit Company Subsidiaries as in effect on the Registrant to purchase date hereof, and maintain insurance for the benefit of during such six year period, such provisions shall not be amended, repealed, or otherwise modified in any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made manner except as required by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officersapplicable Law.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For a period beginning at the Effective Time and ending on the sixth anniversary of Bermuda the Effective Time, Acquiror and the Surviving Corporation shall indemnify, defend and hold all past and present directors, officers, employees and agents of the Company or any Company Subsidiary (the an “Companies ActIndemnified Person”) requires every officerharmless to the same extent such Persons are indemnified as of the date of this Agreement by the Company or any Company Subsidiary pursuant to applicable Law, including the Company Articles, the Company Regulations, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the date of this Agreement with any Indemnified Person, arising out of acts or omissions in their capacity as directors, officers, employees or agents of a company in exercising powers and discharging duties, to act honestly in good faith with a view the Company or any Company Subsidiary occurring at or prior to the best interests of Effective Time; provided, however, that Acquiror and the company, Surviving Corporation shall indemnify and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting hold such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation Indemnified Persons harmless to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full fullest extent permitted by applicable Law for acts or omissions occurring in connection with the Companies Act approval, execution and performance of this Agreement and the consummation of the transactions contemplated by this Agreement. Acquiror and the Surviving Corporation shall advance expenses (including reasonable legal fees and expenses) incurred in the event each person who is involved in legal proceedings by reason defense of the fact that person is any claim, action, suit, proceeding or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service investigation with respect to an employee benefit plan against all expensethe matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the procedures set forth in the Company Articles, liability the Company Regulations, the certificate of incorporation and loss (including attorneys’ feesbylaws, judgmentsor equivalent organizational documents, fines, amounts paid or to be paid in settlementof any Company Subsidiary, and excise taxes or penalties arising under indemnification agreements, if any, in existence on the Employee Retirement Income Security Act date of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons this Agreement, including any expenses incurred in defending a proceeding enforcing such Person’s rights under this Section 5.10, regardless of whether indemnification with respect to which indemnification might apply, provided if or advancement of such expenses is authorized under the Companies Act requiresCompany Articles, the recipient provides an undertaking agreeing Company Regulations, the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, or such indemnification agreements; provided, however, that the Indemnified Persons to whom expenses are advanced undertakes to repay all such advanced amounts expenses to Acquiror and the Surviving Corporation if it is ultimately determined that he such Indemnified Person is not entitled to be indemnifiedindemnification pursuant to this Section 5.10(a). In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) Notwithstanding anything herein to the Registrant contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Indemnified Person with respect to matters subject to indemnification payments that it may make under this Section 5.10 on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.10(a) shall continue in effect until the final disposition of such directors and officersclaim, action, suit, proceeding or investigation.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For six (6) years from and after the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, assume, honor and fulfill in all respects the obligations of Bermuda the Company and its Subsidiaries to indemnify, hold harmless and advance the costs, fees and expenses of all past and present directors and officers of the Company or each Company Subsidiary (collectively, the “Companies ActCovered Persons”) requires every officerunder and to the same extent such Persons are indemnified as of the date of this Agreement by the Company or such Company Subsidiary pursuant to (i) indemnification, including directorsexpense advancement and exculpation provisions in the Company Charter, the Company Bylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of a company any Company Subsidiary, and (ii) any indemnification agreements, if any, in exercising powers existence on the date of this Agreement with any Covered Person and discharging dutiesmade available to Parent (collectively, the “Existing Indemnification Agreements”), in each case, to act honestly in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full fullest extent permitted by applicable Law, arising out of acts or omissions in their capacity as directors or officers of the Companies Act Company or such Company Subsidiary occurring at or prior to the Effective Time. Parent shall cause the Surviving Corporation to advance expenses (including reasonable legal fees and expenses) incurred in the event each person who is involved in legal proceedings by reason defense of the fact that person is any Proceeding or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service investigation with respect to an employee benefit plan against all expensethe matters subject to indemnification pursuant to this Section 6.8 in accordance with the procedures (if any) set forth in the Company Charter, liability the Company Bylaws, the certificate of incorporation and loss (including attorneys’ feesbylaws, judgmentsor equivalent organizational documents, fines, amounts paid or to be paid in settlementof any Company Subsidiary, and excise taxes or penalties arising under any Existing Indemnification Agreements, as applicable; provided, that the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient applicable Covered Person provides an undertaking agreeing to repay all such advanced amounts advance if it is ultimately determined by a final non-appealable order of a court of competent jurisdiction that he such Covered Person is not entitled to be indemnifiedindemnification under this Section 6.8 or otherwise. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) Notwithstanding anything herein to the Registrant contrary, if any Proceeding (whether arising before, at or after the Effective Time) is made against such persons with respect to indemnification payments that it may make matters subject to indemnification, expense advancement or exculpation hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 6.8 shall continue in effect until the final disposition of such directors and officersProceeding or investigation.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of Bermuda (the “Companies Act”) requires every officerEffective Time, including the Surviving Corporation shall indemnify and hold harmless all past and present directors, officers and employees of a company in exercising powers and discharging duties, to act honestly in good faith with a view the Company or any Company Subsidiary to the best interests same extent such Persons are indemnified as of the companydate of this Agreement by the Company or any Company Subsidiary pursuant to applicable Law, the Company Charter, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and to exercise indemnification agreements, if any, in existence on the caredate of this Agreement with any directors, diligence officers, and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect employees of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer Company or any person employed by Company Subsidiary, arising out of acts or omissions in their capacity as directors, officers or employees of the company as auditor, exempting such officer Company or person from, any Company Subsidiary occurring at or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation prior to the company Effective Time; provided, however, that the Surviving Corporation shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions indemnify and conditions, require the Registrant to indemnify hold harmless such persons to the full fullest extent permitted by applicable Law for acts or omissions occurring in connection with the Companies Act approval, adoption, execution and performance of this Agreement and the consummation of the transactions contemplated hereby. The Surviving Corporation shall advance expenses (including reasonable legal fees and expenses) incurred in the event each person who defense of any claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the procedures set forth in the Company Charter, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the date of this Agreement and filed as an exhibit to a Company SEC Document, including any expenses incurred in enforcing such Person’s rights under this Section 5.10, regardless of whether indemnification with respect to or advancement of such expenses is involved in legal proceedings by reason authorized under the Company Charter, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, or such indemnification agreements; provided, however, that the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons whom expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing are advanced undertakes to repay all such advanced amounts expenses to Parent and the Surviving Corporation if it is ultimately determined that he such director, officer or employee is not entitled to be indemnifiedindemnification pursuant to this Section 5.10(a). In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) Notwithstanding anything herein to the Registrant contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification payments that it may make hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.10(a) shall continue in effect until the final disposition of such directors and officersclaim, action, suit, proceeding or investigation.

Indemnification of Directors and Officers. (a) The Companies Act 1981 indemnification, advancement and exculpation provisions of Bermuda the indemnification agreements by and among the Company and its current and former directors and officers as in effect at the Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner. The Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to), for six years after the Effective Time, honor and fulfill in all respects the obligations of the Company and the Company Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in the Company Memorandum and Articles or comparable organizational documents of any of the Company Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of the Company Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of the Company Subsidiaries prior to the Effective Time (the individuals entitled to indemnification, exculpation and/or advancement of expenses under the foregoing (i) and (ii), the “Companies ActIndemnified Parties”) requires every officerarising out of or relating to actions or omissions in their capacity as such occurring at or prior to the Effective Time, including directors, of a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might applywith the consideration, provided if negotiation and approval of this Agreement and the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts if it is ultimately determined that he is not entitled to be indemnifiedtransactions contemplated hereunder. In addition, during the Registrant’s bye-laws specifically provide that period commencing at the indemnification rights granted thereunder are non-exclusive. In additionEffective Time and ending on the sixth anniversary of the Effective Time, the Registrant has entered into separate contractual indemnification arrangements Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) cause the memorandum and articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with its directors. These arrangements provide for indemnification and the respect to exculpation, advancement of expenses and indemnification that are at least as favorable to these directors the Indemnified Parties as those contained in circumstances the Company Memorandum and subject to limitations substantially Articles and other similar to those described above. Section 98A organizational documents of the Companies Act Company Subsidiaries as in effect on the date hereof, and during such six year period, such provisions shall not be amended, repealed, or otherwise modified in any manner that would affect adversely the Registrant’s bye-laws permit rights thereunder of the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligenceIndemnified Parties, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made except as required by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officersapplicable Law.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For the period of Bermuda six (6) years following the “Companies Act”) requires every officer, including directors, of a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests later of the companyClosing Date and the date on which a Company Indemnified Party (as defined below) ceases to be an officer or director of the Company or any Company Subsidiary, Parent will, and to exercise will cause the careSurviving Corporation to, diligence indemnify and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event hold harmless each person who is involved now, or has been at any time prior to the date of this Agreement or who becomes prior to the Closing Date, an officer or director of the Company or any Company Subsidiary (collectively, the “Company Indemnified Parties”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in legal proceedings settlement, in each case to the extent incurred (the “Company Indemnified Liabilities”) in connection with any claim, action, suit, proceeding or investigation by reason of the fact that such person is or was a director, director or officer or resident representative of the RegistrantCompany or a Company Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, or at or after the Closing Date and all Company Indemnified Liabilities based on, or arising out of, or relating to this Agreement or the transactions contemplated hereby (to the extent that such losses, claims, damages, costs, expenses, liabilities or judgments or amounts arose from or are related to this Agreement or the transactions contemplated hereby) (the “Company Indemnified Proceedings”). In the event any Company Indemnified Party is or was serving at becomes involved in any Company Indemnified Proceeding, Parent shall, or shall cause the request Surviving Corporation to, pay expenses in advance of the Registrant final disposition of any such Company Indemnified Proceeding to each Company Indemnified Party to the same extent that such Company Indemnified Party is indemnified or has the right to advancement of expenses as a directorof the date hereof by the Company or any Company Subsidiary pursuant to their respective Company Charter Documents as in effect on the date hereof; provided, officerhowever, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service that with respect to an employee benefit plan against all expensea Company Indemnified Party to whom expenses are advanced, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to such Company Indemnified Party shall be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts advances if it is ultimately determined that he such Company Indemnified Party is not entitled to be indemnifiedindemnification. In additionWithout limiting the foregoing, in the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In additionevent any such Company Indemnified Proceeding is brought against any Company Indemnified Party, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason the Company Indemnified Parties may retain counsel of breach of duty or other wrongful act and their choosing, (ii) to Parent shall, or shall cause the Registrant Surviving Corporation to, pay all reasonable and documented out-of-pocket fees and expenses of one counsel for all of the Company Indemnified Parties with respect to each such Company Indemnified Proceeding unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Company Indemnified Parties, in which case Parent shall pay the fees of such additional counsel required by such conflict, promptly as statements therefor are received, and (iii) Parent and the Surviving Corporation will use commercially reasonable efforts to assist in the vigorous defense of any such matter; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement of any claim effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any Company Indemnified Party wishing to claim indemnification payments that under this Section ‎5.6(a) upon becoming aware of any such Company Indemnified Proceeding shall promptly notify Parent and the Surviving Corporation (but the failure to so notify Parent or the Surviving Corporation shall not relieve Parent or the Surviving Corporation from any liability it may make have under this Section ‎5.6(a) except to the extent such directors failure materially prejudices Parent or the Surviving Corporation), and officersshall deliver to Parent and the Surviving Corporation the undertaking contemplated by Section 145 of Delaware Law.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For six (6) years from and after the Acceptance Time, the Company shall, and Parent shall cause the Company to, assume, honor and fulfill in all respects the obligations of Bermuda the Company and its Subsidiaries to indemnify, hold harmless and advance the costs, fees and expenses of all past and present directors and officers of the Company or each Company Subsidiary (collectively, the “Companies ActCovered Persons”) requires every officerunder and to the same extent such Persons are indemnified as of the date of this Agreement by the Company or such Company Subsidiary pursuant to (i) indemnification, including directorsexpense advancement and exculpation provisions in the Company Charter, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of a company any Company Subsidiary, and (ii) any indemnification agreements, if any, in exercising powers existence on the date of this Agreement with any Covered Person and discharging dutiesmade available to Parent (collectively, the “Existing Indemnification Agreements”), in each case, to act honestly in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full fullest extent permitted by applicable Law, arising out of acts or omissions in their capacity as directors or officers of the Companies Act Company or such Company Subsidiary occurring at or prior to the Acceptance Time. The Company shall, and Parent shall cause the Company to, advance expenses (including reasonable legal fees and expenses) incurred in the event each person who is involved in legal proceedings by reason defense of the fact that person is any Proceeding or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service investigation with respect to an employee benefit plan against all expensethe matters subject to indemnification pursuant to, liability and loss (including attorneys’ feesthis Section 4.6; provided, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under that the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient applicable Covered Person provides an undertaking agreeing to repay all such advanced amounts advance if it is ultimately determined by a final non-appealable order of a court of competent jurisdiction that he such Covered Person is not entitled to be indemnifiedindemnification under this Section 4.6 or otherwise. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) Notwithstanding anything herein to the Registrant contrary, if any Proceeding (whether arising before, at or after the Acceptance Time) is made against such persons with respect to indemnification payments that it may make matters subject to indemnification, expense advancement or exculpation hereunder on or prior to the sixth (6th) anniversary of the Acceptance Time, the provisions of this Section 4.6 shall continue in effect until the final disposition of such directors and officersProceeding or investigation.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of Bermuda (the “Companies Act”) requires every officerEffective Time, including the Surviving Corporation shall indemnify and hold harmless all past and present directors, officers and employees of a company in exercising powers and discharging duties, to act honestly in good faith with a view the Company or any Company Subsidiary to the best interests same extent such Persons are indemnified as of the companydate of this Agreement by the Company or any Company Subsidiary pursuant to applicable Law, the Company Certificate, the Company By-laws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and to exercise indemnification agreements, if any, in existence on the caredate of this Agreement with any directors, diligence officers, and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect employees of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer Company or any person employed by Company Subsidiary, arising out of acts or omissions in their capacity as directors, officers or employees of the company as auditor, exempting such officer Company or person from, any Company Subsidiary occurring at or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation prior to the company Effective Time; provided, however, that the Surviving Corporation shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions indemnify and conditions, require the Registrant to indemnify hold harmless such persons to the full fullest extent permitted by applicable Law for acts or omissions occurring in connection with the Companies Act approval, adoption, execution and performance of this Agreement and the consummation of the transactions contemplated hereby. The Surviving Corporation shall advance expenses (including reasonable legal fees and expenses) incurred in the event each person who defense of any claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the procedures set forth in the Company Certificate, the Company By-laws, the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the date of this Agreement and filed as an exhibit to a Company SEC Document, including any expenses incurred in enforcing such Person’s rights under this Section 5.10, regardless of whether indemnification with respect to or advancement of such expenses is involved in legal proceedings by reason authorized under the Company Certificate, the Company By- laws, the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, or such indemnification agreements; provided, however, that the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons whom expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing are advanced undertakes to repay all such advanced amounts expenses to Parent and the Surviving Corporation if it is ultimately determined that he such director, officer or employee is not entitled to be indemnifiedindemnification pursuant to this Section 5.10(a). In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) Notwithstanding anything herein to the Registrant contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification payments that it may make hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.10(a) shall continue in effect until the final disposition of such directors and officersclaim, action, suit, proceeding or investigation.

Indemnification of Directors and Officers. The Companies Act 1981 (a) From the Effective Time through the sixth (6th) anniversary of Bermuda the date on which the Effective Time occurs, each of the Buyer and the Surviving Corporation shall, subject to the terms, conditions and limitations of the Company Certificate of Incorporation, the Company Bylaws and the indemnification agreements between the Company and the officers and directors of the Company set forth on Section 6.3 of the Company Disclosure Schedule and in effect as of the date of this Agreement (the “Companies ActIndemnification Agreements”) requires every officer), jointly and severally, indemnify each Company Indemnified Party against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including directorsattorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or any predecessor thereof, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL for officers and directors of Delaware corporations. To the extent permitted under the DGCL, but subject to the terms, conditions and limitations of the Company Certificate of Incorporation, the Company Bylaws and the Indemnification Agreements, each Company Indemnified Party will be entitled to advancement of expenses in connection with matters for which such Company Indemnified Party is eligible to be indemnified pursuant to this Section 6.3(a) from either the Buyer or the Surviving Corporation promptly after receipt by the Buyer or the Surviving Corporation from the Company Indemnified Party of a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws thatrequest therefor, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted execution by the Companies Act in the event each person who is involved in legal proceedings by reason such Company Indemnified Party of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing appropriate undertakings to repay all such advanced amounts costs and expenses if it such Company Indemnified Party is ultimately determined that he is not entitled to be indemnifiedindemnified for such advanced costs and expenses. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusiveConfidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directorsTHE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described aboveOMISSIONS ARE DESIGNATED [***]. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officersA COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Indemnification of Directors and Officers. The Companies Act 1981 of Bermuda (the “Companies Act”a) requires every Without limiting any additional rights that any director, officer, including directorstrustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the respective certificates of a company in exercising powers incorporation or bylaws (or comparable organizational documents) of the Company or the Company Subsidiary, from and discharging dutiesafter the Effective Time, to act honestly in good faith with a view Parent and the Surviving Corporation shall: (i) indemnify and hold harmless each current and former officer or director of the Company or the Company Subsidiary, and each such Person prior to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was Effective Time serving at the request of the Registrant Company or the Company Subsidiary as a director, officer, resident representativeemployee, employee fiduciary or agent of another company or of a corporation, partnership, joint venturetrust, trust employee benefit plan or other enterprise, including service as provided in the respective certificates or articles of incorporation or bylaws (or comparable organizational documents) of the Company or the Company Subsidiary (collectively, the ‘‘Indemnified Persons’’) to the fullest extent authorized or permitted by applicable Law, as now or hereafter in effect, in connection with respect to an employee benefit plan against all expense, liability any Claim (as defined below) and loss (including attorneys’ fees, any judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or to be payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (ii) promptly pay on behalf of each of the Indemnified Persons, and excise taxes to the fullest extent authorized or penalties arising under the Employee Retirement Income Security Act of 1974permitted by applicable Law, as now or hereafter in effect, any Expenses (as defined below) incurred and suffered 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 payment on behalf of or advancement to the Indemnified Person of any Expenses incurred by the person such Indemnified Person in connection therewith. The Registrant is also required under its bye-laws to advance with enforcing any rights with respect to such persons expenses incurred indemnification and/or advancement, in defending a proceeding each case without the requirement of any bond or other security, but subject to which indemnification might applyParent’s or the Surviving Corporation’s, provided if the Companies Act requiresas applicable, the recipient provides receipt of an undertaking agreeing by or on behalf of such Indemnified Person to repay all such advanced amounts Expenses if it is ultimately determined under applicable Law that he such Indemnified Person is not entitled to be indemnified. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for The indemnification and advancement obligations of Parent and the advancement Surviving Corporation pursuant to this Section 5.10(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of expenses to these directors in circumstances this Agreement and subject to limitations substantially similar to those described above. Section 98A the consummation of the Companies Act transactions contemplated hereby, including the consideration and approval thereof and the Registrant’s bye-laws permit process undertaken in connection therewith and any Claim relating thereto). 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 Registrant Company or the Company Subsidiary after the date hereof and shall inure to purchase and maintain insurance for the benefit of such person’s heirs, executors and personal and legal representatives. For purposes of this Section 5.10(a): (x) the term ‘‘Claim’’ means any threatened, asserted, pending or completed claim, proceeding, investigation or inquiry, whether instituted by any party hereto, Governmental Entity or any other party, that any Indemnified Person in good faith believes might lead to the institution of any such claim, proceeding, investigation or inquiry, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, arising out of or pertaining to matters that relate to such Indemnified Person’s duties or service as a director or officer of the Company or director the Company Subsidiary, at or prior to the Effective Time; and (y) the term ‘‘Expenses’’ means reasonable attorneys’ fees and all other reasonable costs, expenses and obligations (including, without limitation, experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim for which indemnification is authorized pursuant to this Section 5.10(a), including any action relating to a claim for indemnification or advancement brought by an Indemnified Person. Neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any Claim in respect of any loss which indemnification has been or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify could be sought by such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage Indemnified Person hereunder unless: (i) to its directors and officers against loss such settlement, compromise or judgment includes an unconditional release of such Indemnified Person from all liability arising from claims made by reason out of breach of duty or other wrongful act and such Claim, (ii) such Indemnified Person otherwise consents thereto or (iii) Parent or the Surviving Corporation acknowledges that such Claim is subject to the Registrant with respect to indemnification payments that it may make to such directors and officersthis Section 5.10.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of Bermuda (the “Companies Act”) requires every officerEffective Time, including Parent shall cause the Surviving Corporation to indemnify and hold harmless all past and present directors, officers and employees of a company in exercising powers and discharging duties, to act honestly in good faith with a view the Company or any Company Subsidiary to the best interests same extent such Persons are indemnified as of the companyeffective date of this Agreement by the Company or any Company Subsidiary pursuant to applicable Law, the Company Articles, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the effective date of this Agreement and filed as an exhibit to exercise a Company SEC Document with any directors, officers, and employees of the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer Company or any person employed by Company Subsidiary, arising out of acts or omissions in their capacity as directors, officers or employees of the company as auditor, exempting such officer Company or person from, any Company Subsidiary occurring at or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation prior to the company Effective Time; provided, however, that Parent shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require cause the Registrant Surviving Corporation to indemnify and hold harmless such persons to the full fullest extent permitted by applicable Law for acts or omissions occurring in connection with the Companies Act approval of this Agreement and the consummation of the transactions contemplated hereby. Parent shall cause the Surviving Corporation to advance expenses (including reasonable legal fees and expenses) incurred in the event each person who defense of any claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the procedures set forth in the Company Articles, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the effective date of this Agreement and filed as an exhibit to a Company SEC Document, including any expenses incurred in enforcing such Person’s rights under this Section 5.10, regardless of whether indemnification with respect to or advancement of such expenses is involved in legal proceedings by reason authorized under the Company Articles, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, or such indemnification agreements; provided, however, that the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons whom expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing are advanced undertakes to repay all such advanced amounts expenses to Parent and the Surviving Corporation if it is ultimately determined that he such director, officer or employee is not entitled to be indemnifiedindemnification pursuant to this Section 5.10(a). In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) Notwithstanding anything herein to the Registrant contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification payments that it may make hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.10(a) shall continue in effect until the final disposition of such directors and officersclaim, action, suit, proceeding or investigation.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For a period of Bermuda six (6) years from the “Companies Act”) requires every officerClosing Date, including Buyer and the Purchased Entities shall, and shall cause their Subsidiaries to, indemnify and hold harmless all past and present directors, officers and employees of a company in exercising powers Xxxxx Xxxxxxxx Office Products Company (“ADOPC”), the Purchased Entities and discharging duties, to act honestly in good faith with a view their Subsidiaries to the best interests same extent such persons are indemnified as of the companydate of this Agreement pursuant to applicable Law, the Organizational Documents of any of Parent, ADOPC, the Purchased Entities and/or their Subsidiaries, and indemnification agreements or arrangements in existence on the date of this Agreement with any current or former directors, officers and employees of ADOPC, the Purchased Entities or their Subsidiaries, arising out of acts or omissions in their capacity as directors, officers or employees of ADOPC, the Purchased Entities or any of their Subsidiaries occurring at or prior to exercise the care, diligence Closing. Buyer and skill that a reasonably prudent person would exercise the Purchased Entities shall advance expenses (including reasonable legal fees and expenses) incurred in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect the defense of any loss arising claim, action, suit, proceeding or liability attaching investigation with respect to them as a result the matters subject to indemnification pursuant to this Section 9.6(a) in accordance with the procedures set forth in the Organizational Documents of any negligenceof Parent, default, breach of duty or breach of trust of which they may be guilty. HoweverADOPC, the Companies Act further provides Purchased Entities and/or their Subsidiaries and the indemnification agreements or arrangements in existence on the date of this Agreement; provided, however, that any provision, whether in the bye-laws of a company current or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a former director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons whom expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing are advanced undertakes to repay all such advanced amounts expenses to Buyer or the Purchased Entities if it is ultimately determined that he such current or former director, officer or employee is not entitled to be indemnifiedindemnification pursuant to this Section 9.6(a). In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) Notwithstanding anything herein to the Registrant contrary, if any claim, action, suit, proceeding or investigation is made against such persons with respect to matters subject to indemnification payments that it may make hereunder on or prior to the sixth (6th) anniversary of the Closing Date, the provisions of this Section 9.6(a) shall continue in effect until the final disposition of such directors and officersclaim, action, suit, proceeding or investigation.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For six (6) years from and after the Effective Time, the Surviving Corporation and Parent shall indemnify and hold harmless all past and present directors and officers of Bermuda the Company or each Company Subsidiary (collectively, the “Companies ActCovered Persons”) requires every officerto the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, including directorsthe Company Charter, the Company Bylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of a company any Company Subsidiary and indemnification agreements, if any, in exercising powers existence on the date of this Agreement and discharging dutiesset forth in Section 3.13 of the Company Disclosure Letter (collectively, to act honestly the “Existing Indemnification Agreements”) arising out of acts or omissions in good faith with a view their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the best interests Effective Time (including in connection with the adoption and approval of this Agreement and the consummation of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstancestransactions contemplated hereby). The Companies Act provides that a Bermuda company may indemnify its directors Surviving Corporation and Parent shall advance expenses (including reasonable legal fees and expenses) incurred in respect the defense of any loss arising Proceeding or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service investigation with respect to an employee benefit plan against all expensethe matters subject to indemnification pursuant to this Section 5.8 in accordance with the procedures (if any) set forth in the Company Charter, liability the Company Bylaws, the certificate of incorporation and loss (including attorneys’ feesbylaws, judgmentsor equivalent organizational documents, fines, amounts paid or to be paid in settlementof any Company Subsidiary, and excise taxes or penalties arising under any Existing Indemnification Agreements; provided, that the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws Person to advance to such persons whom expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient are advanced provides an undertaking agreeing to repay all such advanced amounts advances if it is ultimately determined in a final, non-appealable judgment by a court of competent jurisdiction that he such Person is not entitled to be indemnified. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described abovecomplies with other applicable provisions imposed under applicable Law. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) Notwithstanding anything herein to the Registrant contrary, if any Proceeding (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification payments hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.8 shall continue in effect until the final disposition of such Proceeding or investigation. Notwithstanding anything contained in this Section 5.8 or otherwise, neither Parent nor the Surviving Corporation shall have any obligation hereunder to any Covered Person if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that it may make such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Parent or the Surviving Corporation the amount of all such directors and officersexpenses theretofore advanced pursuant hereto.

Indemnification of Directors and Officers. The Companies Act 1981 (a) From the Effective Time through the sixth (6th) anniversary of Bermuda the date on which the Effective Time occurs, each of the Buyer and the Surviving Corporation shall, subject to the terms, conditions and limitations of the Company Certificate of Incorporation, the Company Bylaws and the indemnification agreements between the Company and the officers and directors of the Company set forth on Section 5.3(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement (the “Companies ActIndemnification Agreements”) requires every officer), jointly and severally, indemnify each Company Indemnified Party against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including directorsattorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or any predecessor thereof, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL for officers and directors of Delaware corporations. To the extent permitted under the DGCL, but subject to the terms, conditions and limitations of the Company Certificate of Incorporation, the Company Bylaws and the Indemnification Agreements, each Company Indemnified Party will be entitled to advancement of expenses in connection with matters for which such Company Indemnified Party is eligible to be indemnified pursuant to this Section 5.3(a) from either the Buyer or the Surviving Corporation promptly after receipt by the Buyer or the Surviving Corporation from the Company Indemnified Party of a company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws thatrequest therefor, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted execution by the Companies Act in the event each person who is involved in legal proceedings by reason such Company Indemnified Party of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing appropriate undertakings to repay all such advanced amounts costs and expenses if it such Company Indemnified Party is ultimately determined that he is not entitled to be indemnified. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide indemnified for indemnification such advanced costs and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officersexpenses.

Indemnification of Directors and Officers. The Companies Act 1981 (a) For a period beginning at the Effective Time and ending six (6) years after the Effective Time, the Surviving Corporation and the Parent shall (i) indemnify and hold harmless all past and present directors, officers and employees of Bermuda the Company or any Company Subsidiary (collectively, the “Companies ActCovered Persons”) requires every officerto the same extent such Covered Persons are indemnified as of the date of this Agreement by the Company pursuant to the Company Charter, the Company Bylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, as applicable, and indemnification agreements, if any, in existence on the date of this Agreement with any directors, officers and employees of the Company or any Company Subsidiary arising out of acts or omissions in their capacity as directors, officers or employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time, including directors, of a company in exercising powers and discharging duties, to act honestly in good faith connection with a view to this Agreement or the best interests of the companytransactions contemplated by this Agreement, and to exercise (ii) advance expenses (including reasonable legal fees and expenses) incurred in the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect defense of any loss arising Proceeding or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void. The Registrant has adopted provisions in its bye-laws that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service investigation with respect to an employee benefit plan against all expensethe matters subject to indemnification pursuant to this Section 5.8(a) in accordance with the procedures set forth in the Company Charter, liability the Company Bylaws, the certificate of incorporation and loss (including attorneys’ feesbylaws, judgmentsor equivalent organizational documents, finesof any Company Subsidiary, amounts paid or to be paid in settlementas applicable, and excise taxes or penalties arising under indemnification agreements, if any, in existence on the Employee Retirement Income Security Act date of 1974) incurred and suffered by this Agreement; provided, however, that the person in connection therewith. The Registrant is also required under its bye-laws Covered Person to advance to such persons whom expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing are advanced shall undertake to repay all such advanced amounts expenses to the Parent and the Surviving Corporation, if it is ultimately determined by a final non-appealable judgment of a court of competent jurisdiction that he such Covered Person is not entitled to be indemnifiedindemnification pursuant to this Section 5.8(a). In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) Notwithstanding anything herein to the Registrant contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such Covered Person with respect to matters subject to indemnification payments that it may make hereunder on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.8(a) shall continue in effect until the final disposition of such directors and officersclaim, action, suit, proceeding or investigation.