Common use of Indemnification of Directors, Officers and Employees Clause in Contracts

Indemnification of Directors, Officers and Employees. The Bank, as the Holder of the Common Security, shall indemnify to the full extent permitted under the LLC Act any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate is or was a Director, Officer or employee of the Company or serves or served at the request of the Company any other enterprise as a director, officer or employee except for such Director’s or Officer’s gross negligence or willful misconduct. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Bank promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Bank. The rights provided to any person by these By-laws shall be enforceable against the Bank by such person who shall be presumed to have relied upon it in serving or continuing to serve as a Director, Officer or employee as provided above. No amendment of these By-laws shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of these By-laws, the term “Company” shall include any predecessor of the Company and any constituent company (including any constituent of a constituent) absorbed by the Company in a consolidation or merger; the term “other enterprise” shall include any limited liability company, corporation, partnership, joint venture, trust or employee benefit plan. The rights conferred on any Person by this Section 6.03 shall not be exclusive of any other rights which such Person may have or hereafter acquire under any statue, provision of these By-laws, the Agreement, any other agreement, vote of Securityholders or disinterested Directors or otherwise. The Bank’s obligation, if any, to indemnify any Person who was or is serving at its request as a director, officer, employee or agent of any other enterprise shall be reduced by any amount such Person may collect as indemnification from such other enterprise. Any repeal or modification of the foregoing provisions of this Section 6.03 shall not adversely affect any right of protection hereunder of any Person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification of Directors, Officers and Employees. The Bank, as the Holder of the Common Security, Company shall indemnify to the full extent permitted under the LLC Delaware Act any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person’s 's testator or intestate is or was a Director, Officer or employee of the Company or serves or served at the request of the Company any other enterprise as a Director, director, officer or employee except for such Director’s 's or Officer’s 's gross negligence or willful misconduct. Expenses, including reasonable attorneys’ ' fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Bank Company promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the BankCompany. The rights provided to any person by these this By-laws Law shall be enforceable against the Bank Company by such person who shall be presumed to have relied upon it in serving or continuing to serve as a Director, Officer or employee as provided above. No amendment of these this By-laws Law shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of these this By-lawsLaw, the term “"Company” " shall include any predecessor of the Company and any constituent company (including any constituent of a constituent) absorbed by the Company in a consolidation or merger; the term “"other enterprise” " shall include any limited liability company, corporation, partnership, joint venture, trust or employee benefit plan; service "at the request of the Company" shall include service as a Director, Officer or employee of the Company which imposes duties on, or involves services by, such Director, Officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Company. The rights conferred on any Person by this Section 6.03 6.3 shall not be exclusive of any other rights which such Person may have or hereafter acquire under any statuestatute, provision of these By-lawsLaws, the Agreement, any other agreement, vote of Securityholders or disinterested Directors or otherwise. The Bank’s Company's obligation, if any, to indemnify any Person who was or is serving at its request as a director, officer, employee or agent of any other enterprise shall be reduced by any amount such Person may collect as indemnification from such other enterprise. Any repeal or modification of the foregoing provisions of this Section 6.03 6.4 shall not adversely affect any right of protection hereunder of any Person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification of Directors, Officers and Employees. The Bank, as the Holder of the Common Security, Corporation shall indemnify to the full extent permitted under the LLC Act by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate is or was a Directordirector, Officer officer or employee of the Company Corporation or serves or served at the request of the Company Corporation any other enterprise as a director, officer or employee except for such Director’s or Officer’s gross negligence or willful misconductemployee. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Bank Corporation promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the BankCorporation. The rights provided to any person by these Bythis by-laws law shall be enforceable against the Bank Corporation by such person who shall be presumed to have relied upon it in serving or continuing to serve as a Directordirector, Officer officer or employee as provided above. No amendment of these Bythis by-laws law shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of these Bythis by-lawslaw, the term “CompanyCorporation” shall include any predecessor of the Company Corporation and any constituent company corporation (including any constituent of a constituent) absorbed by the Company Corporation in a consolidation or merger; the term “other enterprise” shall include any limited liability company, corporation, partnership, joint venture, trust or employee benefit plan. The rights conferred on any Person by this Section 6.03 ; service “at the request of the Corporation” shall not be exclusive of any other rights which such Person may have or hereafter acquire under any statue, provision of these By-laws, the Agreement, any other agreement, vote of Securityholders or disinterested Directors or otherwise. The Bank’s obligation, if any, to indemnify any Person who was or is serving at its request include service as a director, officerofficer or employee of the Corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or agent of beneficiaries; any other enterprise excise taxes assessed on a person with respect to an employee benefit plan shall be reduced deemed to be indemnifiable expenses; and action by any amount a person with respect to an employee benefit plan which such Person may collect as indemnification from such other enterprise. Any repeal or modification person reasonably believes to be in the interest of the foregoing provisions participants and beneficiaries of this Section 6.03 such plan shall be deemed to be action not adversely affect any right of protection hereunder of any Person in respect of any act or omission occurring prior opposed to the time best interests of such repeal or modificationthe Corporation.

Indemnification of Directors, Officers and Employees. (a) The Bank, as the Holder of the Common Security, Company shall indemnify to the full fullest extent permitted under the LLC Act by law any person Person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, criminal, administrative or investigative, by reason of the fact that such person Person or such person’s Person's testator or intestate successor is or was a Director, Officer officer or employee of the Company or serves or served at the request of the Company any other enterprise as a director, officer or employee except for such Director’s or Officer’s gross negligence or willful misconduct. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Bank promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Bank. The rights provided to any person by these By-laws shall be enforceable against the Bank by such person who shall be presumed to have relied upon it in serving or continuing to serve as a Director, Officer or employee as provided above. No amendment of these By-laws shall impair the rights of any person arising at other enterprise; provided that this provision shall not eliminate or limit the liability of a Person for (1) any time with respect breach of the duty of loyalty to events occurring prior the Company or to the Members, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (3) any transaction from which such amendmentPerson derived an improper personal benefit. (b) For purposes of these By-lawsSection 10.04(a), the term “"Company” " shall include any predecessor of the Company and any constituent company enterprise (including any constituent of a constituent) absorbed by the Company in a consolidation or merger; the term “other "enterprise” " shall include any limited liability company, corporation, partnership, joint venture, trust or employee benefit plan; service "at the request of the Company" shall include service as a Director, officer or employee of the Company which imposes duties on, or involves services by, such Director, officer of employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes imposed assessed on a Person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a Person with respect to an employee benefit plan which such Person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Company. (c) The rights conferred on any Person by this Section 6.03 foregoing indemnification provisions shall not be exclusive of preclude any other rights to which the Persons indemnified hereunder may be entitled under any applicable statute, agreement, decision of the Board or otherwise, nor shall the foregoing preclude the Company from purchasing and maintaining insurance on behalf of any indemnified Person against liability which may be asserted against or incurred by such Person may in such capacity, whether or not the Company would have or hereafter acquire under any statue, provision of these By-laws, the Agreement, any other agreement, vote of Securityholders or disinterested Directors or otherwise. The Bank’s obligation, if any, power to indemnify any Person who was or is serving at its request as a director, officer, employee or agent of any other enterprise shall be reduced by any amount such Person may collect as indemnification from against such other enterprise. Any repeal or modification of liability under the foregoing provisions of this Section 6.03 shall not adversely affect 10.04. Expenses incurred in connection with any right of protection hereunder of any Person in respect of any act or omission occurring proceeding may be advanced by the Company prior to the time final disposition of such repeal proceeding upon receipt of an undertaking by or modificationon behalf of the indemnified Person to repay such amount if it shall be determined ultimately that the indemnified Person is not entitled to be indemnified under or pursuant to this Section 10.04. 10.05.

Indemnification of Directors, Officers and Employees. The Bank, as the Holder of the Common Security, Company shall indemnify to the full extent permitted under the LLC Delaware Act and other applicable law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person’s 's testator or intestate is or was a Director, Officer or employee of the Company or serves or served at the request of the Company any other enterprise as a Director, director, officer or employee except for such Director’s 's or Officer’s 's gross negligence or willful misconduct. Expenses, including reasonable attorneys’ ' fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Bank Company promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the BankCompany. The rights provided to any person by these this By-laws Law shall be enforceable against the Bank Company by such person who shall be presumed to have relied upon it in serving or continuing to serve as a Director, Officer or employee as provided above. No amendment of these this By-laws Law shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of these this By-lawsLaw, the term “"Company” " shall include any predecessor of the Company and any constituent company (including any constituent of a constituent) absorbed by the Company in a consolidation or merger; the term “"other enterprise” " shall include any limited liability company, corporation, partnership, joint venture, trust or employee benefit plan. The rights conferred ; service "at the request of the Company" shall include service as a Director, Officer or employee of the Company which imposes duties on, or involves services by, such Director, Officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on any Person a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by this Section 6.03 shall not be exclusive of any other rights a person with respect to an employee benefit plan which such Person may have or hereafter acquire under any statue, provision person reasonably believes to be in the interest of these By-laws, the Agreement, any other agreement, vote participants and beneficiaries of Securityholders or disinterested Directors or otherwise. The Bank’s obligation, if any, to indemnify any Person who was or is serving at its request as a director, officer, employee or agent of any other enterprise such plan shall be reduced by any amount such Person may collect as indemnification from such other enterprise. Any repeal or modification deemed to be action not opposed to the best interests of the foregoing provisions of this Section 6.03 shall not adversely affect any right of protection hereunder of any Person in respect of any act or omission occurring prior to the time of such repeal or modification.Company. The

Indemnification of Directors, Officers and Employees. The Bank, as the Holder Company shall indemnify any director or officer and any former director or officer of the Common SecurityCompany and any such director or officer who is or has served at the request of the Company as a director, shall indemnify to officer or trustee of another corporation, partnership, joint venture, trust or other enterprise (and his heirs, executors and administrators) against expenses, including attorney's fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him by reason of the full extent permitted under the LLC Act fact that he is or was such director, officer or trustee in connection with any person made threatened, pending or threatened to be made a party to any completed action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative to the full extent permitted by reason applicable law. The indemnification provided for herein shall not be deemed to restrict the right of the fact that Company (i) to indemnify employees, agents and others to the extent not prohibited by such law, (ii) to purchase and maintain insurance or furnish similar protection on behalf of or for any person or such person’s testator or intestate who is or was a Director, Officer or employee of the Company or serves or served at the request of the Company any other enterprise as a director, officer or employee except for such Director’s or Officer’s gross negligence or willful misconduct. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Bank promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Bank. The rights provided to any person by these By-laws shall be enforceable against the Bank by such person who shall be presumed to have relied upon it in serving or continuing to serve as a Director, Officer or employee as provided above. No amendment of these By-laws shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of these By-laws, the term “Company” shall include any predecessor of the Company and any constituent company (including any constituent of a constituent) absorbed by the Company in a consolidation or merger; the term “other enterprise” shall include any limited liability company, corporation, partnership, joint venture, trust or employee benefit plan. The rights conferred on any Person by this Section 6.03 shall not be exclusive of any other rights which such Person may have or hereafter acquire under any statue, provision of these By-laws, the Agreement, any other agreement, vote of Securityholders or disinterested Directors or otherwise. The Bank’s obligation, if any, to indemnify any Person who was or is serving at its request as a director, officer, employee or agent of the Company, or any person who is or was serving at the request of the Company as a director, officer, trustee, employee or agent of another corporation, joint venture, partnership, trust or other enterprise shall be reduced against any liability asserted against him or incurred by him in any amount such Person may collect capacity or arising out of his status as indemnification from such other enterprise. Any repeal or modification such, and (iii) to enter into agreements with persons of the foregoing provisions of this Section 6.03 shall not adversely affect class identified in clause (ii) above indemnifying them against any right of protection hereunder of any Person and all liabilities (or such lesser indemnification as may be provided in respect of any act such agreements) asserted against or omission occurring prior incurred by them in such capacities. [As amended through December 7, 2020] Exhibit B FORM OF UNDERTAKING THIS UNDERTAKING has been entered into by (hereinafter “Indemnitee”) pursuant to an Indemnification Agreement dated , 202 (the time of such repeal or modification“Indemnification Agreement”), between Xxxxx Industries, Inc. (hereinafter “Company”), an Ohio corporation, and Indemnitee.

Indemnification of Directors, Officers and Employees. The Bank, as Company will indemnify any current or former director or officer elected by the Holder Board and any person who is or was serving at the request of the Common SecurityCompany as a director, shall indemnify to officer or trustee of another corporation, partnership, joint venture, trust or other enterprise (and his or her heirs, executors and administrators) against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her by reason of the full extent permitted under the LLC Act fact that he or she is or was a director, officer or trustee in connection with any person made threatened, pending or threatened to be made a party to any completed action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative to the full extent permitted by, and in accordance with the procedures and requirements set forth in, applicable law. The Company will pay, to the full extent then permitted by reason of law, expenses, including attorney’s fees, incurred by a current or former director or officer elected by the fact that such Board and any person or such person’s testator or intestate who is or was a Director, Officer or employee of the Company or serves or served serving at the request of the Company any other enterprise as a director, officer or employee except for such Director’s trustee of another corporation, partnership, joint venture, trust or Officer’s gross negligence other enterprise (and his or willful misconduct. Expensesher heirs, including attorneys’ fees, incurred by any such person executors and administrators) in defending any such an action, suit or proceeding shall as they are incurred, in advance of the final disposition of the action, suit or proceeding, and, in the sole discretion of the Company, may pay, in the same manner and to the full extent then permitted by law, the expenses incurred by any other person indemnified in accordance with this Article V. Notwithstanding the foregoing, no such advancement of expenses will be paid or reimbursed by made unless the Bank promptly upon receipt by it of indemnified person makes an undertaking of such person affirmative written commitment to repay such expenses if the Company in the event that it shall is ultimately be determined that such the indemnified person is not entitled to be indemnified by the BankCompany. For purposes of this Article V, final disposition with respect to a criminal proceeding means a criminal conviction, the entry of a nolo contendere, guilty or similar plea or a non-prosecution or deferred prosecution agreement. The rights provided right to advancement of expenses will not include expenses relating to any person cross-claims or counterclaims, whether compulsory or permissible, asserted or sought to be asserted by these By-laws shall be enforceable against a current or former director or officer in any such action, suit or proceeding. This indemnification will not restrict the Bank right of the Company to, and the Company may, (i) indemnify employees, agents and others to the extent not prohibited by such applicable law, (ii) purchase and maintain insurance or furnish similar protection on behalf of or for any person who shall be presumed to have relied upon it in is or was a director, officer, employee or agent of the Company, or any person who is or was serving or continuing to serve at the request of the Company as a Directordirector, Officer officer, trustee, employee or employee agent of another corporation, joint venture, partnership, trust or other enterprise against any liability asserted against him or her or incurred by him or her in that capacity or arising out of his or her status, and (iii) enter into agreements with persons of the class identified in clause (ii) above, indemnifying them against any and all liabilities (or any lesser indemnification as may be provided abovein these agreements) asserted against or incurred by them in these capacities. No amendment amendment, termination or repeal of these By-laws shall this Article V will adversely affect or impair in any way the rights of any current or former director or officer or any person arising who is or was serving at any time with respect to events occurring prior to such amendment. For purposes of these By-laws, the term “Company” shall include any predecessor request of the Company and any constituent company (including any constituent as a director, officer or trustee of a constituent) absorbed by the Company in a consolidation or merger; the term “other enterprise” shall include any limited liability company, another corporation, partnership, joint venture, trust or employee benefit plan. The rights conferred on other enterprise to indemnification pursuant to these provisions with respect to any Person by this Section 6.03 shall not be exclusive of any other rights which such Person may have action, suit or hereafter acquire under any statueproceeding arising out of, provision of these By-laws, the Agreementor relating to, any other agreementactions, vote of Securityholders transactions or disinterested Directors or otherwise. The Bank’s obligation, if any, to indemnify any Person who was or is serving at its request as a director, officer, employee or agent of any other enterprise shall be reduced by any amount such Person may collect as indemnification from such other enterprise. Any repeal or modification of the foregoing provisions of this Section 6.03 shall not adversely affect any right of protection hereunder of any Person in respect of any act or omission facts occurring prior to the time final adoption of such repeal an amendment, termination or modification.repeal. Exhibit C FORM OF UNDERTAKING STATE OF ) ) SS COUNTY OF ) I, , being first duly sworn, do depose and say as follows:

Indemnification of Directors, Officers and Employees. The Bank, as the Holder of the Common Security, shall indemnify to the full extent permitted under the LLC Act any Section 1 – Indemnification Every person made now or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate is or was a Director, Officer or employee of the Company or serves or served at the request of the Company any other enterprise hereafter serving as a director, officer or employee except for of the corporation, his heirs, executors and administrators, shall be indemnified and held harmless by the corporation from and against any and all loss, cost, liability and reasonable expense that may be imposed upon or incurred by him in connection with or resulting from any claim, action, suit or proceeding, civil or criminal, in which he may become involved, as a party or otherwise, by reason of his being or having been a director, officer or employee of the corporation, whether or not he continues to be such Director’s at the time such loss, cost, liability or Officer’s gross negligence reasonable expense shall have been imposed or willful misconductincurred. ExpensesAs used herein, including attorneys’ feesthe term “loss, incurred cost, liability and reasonable expense” shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by any such person director, officer or employee; provided, however, that no such director, officer or employee shall be entitled to claim such indemnity: (1) with respect to any matter as to which there shall have been a final adjudication that he has committed or allowed some act or omission, (a) otherwise than in defending any good faith in what he considered to be the best interests of the corporation, and (b) without reasonable cause to believe that such act or omission was proper and legal; or (2) in the event of a settlement of such claim, action, suit or proceeding unless (a) the court having jurisdiction thereof shall have approved of such settlement with knowledge of the indemnity provided herein or (b) a written opinion of independent legal counsel, selected by or in manner determined by the Board of Directors, shall have been rendered substantially concurrently with such settlement, to the effect that it was not probable that the matter as to which indemnification is being made would have resulted in a final adjudication as specified in clause (1) above, and that the said loss, cost liability or reasonable expense may properly be borne by the corporation. A conviction of judgment (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) in a criminal action, suit or proceeding shall not be paid or reimbursed by the Bank promptly upon receipt by it of deemed an undertaking of such person to repay such expenses if it shall ultimately be determined adjudication that such person is not entitled director, officer or employee has committed or allowed some act or omission as hereinabove provided if independent legal counsel, selected as hereinabove set forth, shall substantially concurrently with such conviction or judgment give to the corporation a written opinion that such director, officer or employee was acting in good faith in what he considered to be indemnified by the Bankbest interests of the corporation or was not without reasonable cause to believe that such act or omission was proper and legal. The rights right of indemnification provided to any person by these By-laws shall be enforceable against the Bank by such person who shall be presumed to have relied upon it for in serving or continuing to serve as a Director, Officer or employee as provided above. No amendment of these By-laws shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of these By-laws, the term “Company” shall include any predecessor of the Company and any constituent company (including any constituent of a constituent) absorbed by the Company in a consolidation or merger; the term “other enterprise” shall include any limited liability company, corporation, partnership, joint venture, trust or employee benefit plan. The rights conferred on any Person by this Section 6.03 section shall not be exclusive of any other rights to which any director or officer may be entitled as a matter of law and such Person may have or hereafter acquire under any statue, provision of these By-laws, the Agreement, any other agreement, vote of Securityholders or disinterested Directors or otherwise. The Bank’s obligationrights, if any, shall also inure to indemnify any Person who was the benefit of the heirs, executors or is serving at its request as a director, officer, employee or agent administrators of any other enterprise shall be reduced by any amount such Person may collect as indemnification from such other enterprisedirector or officer. Any repeal or modification SCHEDULE 4.12(b) D&O Insurance Policy · As of the foregoing provisions of this Section 6.03 shall not adversely affect any right of protection hereunder of any Person in respect of any act or omission occurring immediately prior to the time Closing, the Company maintains a Directors and Officers Liability insurance policy with Berkley Insurance Company, with an aggregate limit of such repeal or modificationliability of $1,000,000, and an annual premium payment of $14,000.

Indemnification of Directors, Officers and Employees. The Bank, as the Holder Company shall indemnify any director or officer and any former director or officer of the Common SecurityCompany and any such director or officer who is or has served at the request of the Company as a director, shall indemnify to officer or trustee of another corporation, partnership, joint venture, trust or other enterprise (and his heirs, executors and administrators) against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him by reason of the full extent permitted under the LLC Act fact that he is or was such director, officer or trustee in connection with any person made threatened, pending or threatened to be made a party to any completed action, suit or proceeding, whether civil, criminal, administrative or investigative, investigative to the full extent permitted by reason applicable law. The indemnification provided for herein shall not be deemed to restrict the right of the fact that Company (i) to indemnify employees, agents and others to the extent not permitted by such law, (ii) to purchase and maintain insurance or furnish similar protection on behalf of or for any person or such person’s testator or intestate who is or was a Director, Officer or employee of the Company or serves or served serving at the request of the Company any other enterprise as a director, officer or employee except for such Director’s or Officer’s gross negligence or willful misconduct. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Bank promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Bank. The rights provided to any person by these By-laws shall be enforceable against the Bank by such person who shall be presumed to have relied upon it in serving or continuing to serve as a Director, Officer or employee as provided above. No amendment of these By-laws shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of these By-laws, the term “Company” shall include any predecessor of the Company and any constituent company (including any constituent of a constituent) absorbed by the Company in a consolidation or merger; the term “other enterprise” shall include any limited liability company, corporation, partnership, joint venture, trust or employee benefit plan. The rights conferred on any Person by this Section 6.03 shall not be exclusive of any other rights which such Person may have or hereafter acquire under any statue, provision of these By-laws, the Agreement, any other agreement, vote of Securityholders or disinterested Directors or otherwise. The Bank’s obligation, if any, to indemnify any Person who was or is serving at its request as a director, officer, trustee, employee or agent of any another corporation, joint venture, partnership, trust or other enterprise shall be reduced against any liability asserted against him or incurred by him in any amount such Person may collect capacity or arising out of his status as indemnification from such, and (iii) to enter into such other enterprise. Any repeal or modification agreements with persons of the foregoing provisions class identified in clause (ii) above indemnifying them against any and all liabilities (or such lesser indemnification as may be provided in such agreements) asserted against or incurred by them in such capacities. [Effective as of this Section 6.03 shall not adversely affect any right of protection hereunder of any Person in respect of any act or omission occurring prior April 26, 2001] Exhibit B FORM OF UNDERTAKING THIS UNDERTAKING has been entered into by (hereinafter “Indemnitee”) pursuant to an Indemnification Agreement dated , (the time of such repeal or modification“Indemnification Agreement”), between Xxxxx Industries, Inc. (hereinafter “Company”), an Ohio corporation, and Indemnitee.

Indemnification of Directors, Officers and Employees. The Bank, as the Holder of the Common Security, Corporation shall indemnify to the full extent permitted under the LLC Act by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person’s 's testator or intestate is or was after the date of adoption of these by-laws, a Directordirector, Officer officer or employee of the Company Corporation or serves or served after the date of adoption of these by-laws, at the request of the Company Corporation or any other enterprise as a director, officer or employee except for such Director’s or Officer’s gross negligence or willful misconductemployee. Expenses, including reasonable attorneys’ ' fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Bank Corporation promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the BankCorporation. The rights provided to any person by these Bythis by-laws law shall be enforceable against the Bank Corporation by such person who shall be presumed to have relied upon it in serving serving, after the date of adoption of these by-laws or continuing to serve serve, after the date of adoption of these by-laws, as a Directordirector, Officer officer or employee as provided above. No amendment of these Bythis by-laws law shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of these Bythis by-lawslaw, the term “Company” "Corporation" shall include any predecessor successor of the Company Corporation and any constituent company corporation (including any constituent of a constituent) absorbed by the Company Corporation in a consolidation or merger; the term “"other enterprise” " shall include any limited liability company, corporation, partnership, joint venture, trust or employee benefit plan; service "at the request of the Corporation" shall include service as a director, officer or employee of the Corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an Exhibit B-p.16 employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation. The rights to indemnification and to the advance of expenses conferred on any Person by in this Section 6.03 section shall not be exclusive of any other rights right which such Person any person may have or hereafter acquire under these by-laws, any statue, provision of these By-laws, the Agreement, any other agreement, vote of Securityholders stockholders or disinterested Directors the Board of Directors, or otherwise. The Bank’s obligation, if any, to indemnify any Person who was or is serving at its request as a director, officer, employee or agent of any other enterprise shall be reduced by any amount such Person may collect as indemnification from such other enterprise. Any repeal or modification of the foregoing provisions of this Section 6.03 shall not adversely affect any right of protection hereunder of any Person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification of Directors, Officers and Employees. The BankAANAH, as the Holder of the initial Common SecuritySecurityholder, shall indemnify to the full extent permitted under the LLC Delaware Act any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person’s 's testator or intestate is or was a Director, Officer or employee of the Company or serves or served at the request of the Company any other enterprise as a director, officer or employee except for such Director’s 's or Officer’s 's gross negligence or willful misconduct. Expenses, including attorneys’ ' fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Bank AANAH promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the BankCompany. The rights provided to any person by these this By-laws Law shall be enforceable against the Bank AANAH by such person who shall be presumed to have relied upon it in serving or continuing to serve as a Director, Officer or employee as provided above. No amendment of these this By-laws Law shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of these this By-lawsLaw, the term “"Company” " shall include any predecessor of the Company and any constituent company (including any constituent of a constituent) absorbed by the Company in a consolidation or merger; the term “"other enterprise” " shall include any limited liability company, corporation, partnership, joint venture, trust or employee benefit plan. The rights conferred on any Person by this Section 6.03 shall not be exclusive of any other rights which such Person may have or hereafter acquire under any statuestatute, provision of these By-lawsLaws, the Agreement, any other agreement, vote of Securityholders or disinterested Directors or otherwise. The Bank’s AANAH's obligation, if any, to indemnify any Person who was or is serving at its request as a director, officer, employee or agent of any other enterprise shall be reduced by any amount such Person may collect as indemnification from such other enterprise. Any repeal or modification of the foregoing provisions of this Section 6.03 shall not adversely affect any right of protection hereunder of any Person in respect of any act or omission occurring prior to the time of such repeal or modification.

Indemnification of Directors, Officers and Employees. The Bank, as the Holder of the Common Security, LLC shall indemnify to the full extent permitted under the LLC Delaware Act any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person’s 's testator or intestate is or was a Director, Officer or employee of the Company LLC or serves or served at the request of the Company LLC any other enterprise as a Director, director, officer or employee except for such Director’s 's or Officer’s 's gross negligence or willful misconduct. Expenses, including reasonable attorneys’ ' fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Bank LLC promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the BankLLC. The rights provided to any person by these By-laws this bylaw shall be enforceable against the Bank LLC by such person who shall be presumed to have relied upon it in serving or continuing to serve as a Director, Officer or employee as provided above. No amendment of these By-laws this bylaw shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of these By-lawsthis bylaw, the term “Company” "LLC" shall include any predecessor of the Company LLC and any constituent company (including any constituent of a constituent) absorbed by the Company LLC in a consolidation or merger; the term “"other enterprise” " shall include any limited liability company, corporation, partnership, joint venture, trust or employee benefit plan; service "at the request of the LLC" shall include service as a Director, Officer or employee of the LLC which imposes duties on, or involves services by, such Director, Officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the LLC. The rights conferred on any Person by this Section 6.03 6.3 shall not be exclusive of any other rights which such Person may have or hereafter acquire under any statuestatute, provision of these By-lawsBylaws, the Agreement, any other agreement, vote of Securityholders or disinterested Directors or otherwise. The Bank’s LLC's obligation, if any, to indemnify any Person who was or is serving at its request as a director, officer, employee or agent of any other enterprise shall be reduced by any amount such Person may collect as indemnification from such other enterprise. Any repeal or modification of the foregoing provisions of this Section 6.03 6.4 shall not adversely affect any right of protection hereunder of any Person in respect of any act or omission occurring prior to the time of such repeal or modification.