Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, each Covered Party who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions), whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through Closing Date until the sixth anniversary of the date on which the Merger Effective Time occursthereof, each of Parent and the Surviving Entity CLNC shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by permitted under applicable Legal Requirementsrequirements under the laws of the State of Maryland in effect from time to time, and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to each Covered Party who was, Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of CLNC and its subsidiaries and as provided in employment or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents indemnification agreements with such Indemnified Person as in response to a subpoena or otherwise effect on the date of this Agreement in connection with any threatened, pending or completed claimthreatened Proceeding based on or arising out of, actionin whole or in part, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Indemnified Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, was a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or person serving at the Merger Effective Time request of CLNC and its subsidiaries, or (B) arising out of or pertaining to the fact that the Covered Party is or was serving at the request of CLNC as an officer or director of any of the Acquired Companies (in each caseanother corporation, including the taking joint venture or other enterprise or general partner of any action partnership or the failure to take any action as a director or officer trustee of any Acquired Company in connection with trust, at or prior to the Merger Transactions)Closing and pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Merger Effective TimeClosing, including any such matter arising under any claim with respect to the transactions contemplated hereby. Each Covered Party will Without limiting the foregoing, from the Closing Date until the sixth anniversary thereof, CLNC shall also, to the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be entitledindemnified pursuant to this Section 4.11(a) within fifteen (15) days after receipt by CLNC of a written request for such advance, subject to applicable Legal Requirements, to advancement the execution by such Indemnified Persons of expenses incurred appropriate undertakings in the defense favor of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, CLNC to repay such advances advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to indemnificationbe indemnified under this Section 4.11(a).

Indemnification of Officers and Directors. (a) From and after the Merger Effective Time through the sixth anniversary Time, (i) Parent agrees that it shall cause each of the date on which Surviving Corporation and Surviving Limited Partnerships to, (ii) the Merger Effective Time occursCompany, each of Parent and as the Surviving Entity Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, jointly in each case of the foregoing clauses (i), (ii) and severally(iii) (as applicable), indemnify and hold harmlessharmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), to the fullest extent not prohibited by applicable Legal Requirementsjudgments, each Covered Party who wasfines, is losses, claims, damages, liabilities or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents amounts paid in response to a subpoena or otherwise settlement incurred in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceedingProceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrativeadministrative or investigative, arbitrative arising out of, related to or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof he or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Party she is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with and arising out of or pertaining to matters existing or occurring at or prior to the Merger Transactions)Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to applicable Legal RequirementsApplicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to advancement the fullest extent permitted by the certificates of expenses incurred incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the defense date of or other participation in this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such claim, action, suit, proceeding present or investigation from each of Parent former director and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person officer to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, undertaking to repay such advances advance if it is ultimately determined by a final and non-appealable judgment of a court of competent jurisdiction that such Person person is not entitled to indemnificationindemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Law.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Merger Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time through (whether asserted or claimed prior to, at or after the sixth anniversary Effective Time) now existing in favor of the date on which current or former directors or officers of the Merger Effective Time occurs, each Company and any indemnification or other similar agreements of Parent and the Surviving Entity shall, jointly and severally, indemnify and hold harmless, Company filed as an exhibit to the fullest extent not prohibited by applicable Legal Requirements, each Covered Party who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil Company SEC Documents at least two (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”2) by reason of the fact that such Person is now, has been at any time business days prior to the date hereof or listed in Section 3.9 of the Company Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company to perform its obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees that it will, indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Merger Effective Time, a director or officer of any the Company or who is as of the Acquired Companies date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an a director or officer or director of any of the Acquired Companies (in each case, including Company or is or was serving at the taking request of any action or the failure to take any action Company as a director or officer of any Acquired Company in connection with the Merger Transactions)another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, suit or proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days Corporation in accordance with the organizational documents and any indemnification or other similar agreements of receipt by Parent or the Surviving Entity from Corporation as in effect on the Covered Party date of a request thereforthis Agreement; provided, provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Legal Requirementsthe DGCL or the Surviving Corporation’s certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnificationindemnification and (y) the Surviving Corporation shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Merger Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time through (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of any Acquired Company and any indemnification or other similar agreements of any Acquired Company, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Acquired Companies to perform their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the date on which the Merger Effective Time occursTime, each of Parent and the Surviving Entity shall, jointly Corporation shall and severallyshall cause the Surviving Corporation’s Subsidiaries to agree that they will, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party individual who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason as of the fact that such Person is nowdate of this Agreement, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any Acquired Company or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies Company as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with or is or was serving at the Merger Transactions)request of any Acquired Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suitsuit or proceeding from Parent, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days Corporation or its Subsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of receipt by Parent or the Surviving Entity from Corporation or its Subsidiaries, as applicable, as in effect on the Covered Party date of a request thereforthis Agreement; provided, provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Legal Requirementsthe DGCL or the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnificationindemnification and (y) Parent, the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From and after the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occursTime, each of Parent Visor and the Surviving Entity Company agrees that it shall, jointly and severallyas applicable, indemnify indemnify, defend and hold harmless, in such scope and amount as was provided by Union immediately prior to the fullest extent not prohibited by applicable Legal RequirementsEffective Time, each Covered Party who waspresent and former director, is officer and employee of Union, each present and former director, member of the board of directors, officer and employee of any of Union’s Subsidiaries and any fiduciary under any Union Plan (in each case, when acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or becomesexpenses (including attorneys’ fees and disbursements), judgments, fines, losses, claims, damages or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise liabilities incurred in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration proceeding or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrativeadministrative or investigative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Indemnified Party is or was an officer a director, officer, employee or director fiduciary of Union or a member of the board of directors, officer, employee or fiduciary of any of the Acquired Companies (in each case, including the taking of its Subsidiaries or a fiduciary under any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions)Union Plan, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitledTime (including with respect to any acts or omissions in connection with this Agreement and the transactions and actions contemplated by this Agreement), subject to the extent and in accordance with the procedures that Union would have under applicable Law and the applicable Organizational Documents (and, to the extent not contrary to applicable Legal RequirementsLaw or its Organizational Documents, any indemnification agreement) in effect on the date of this Agreement to advancement of indemnify such Person, and Visor or the Surviving Company shall also promptly advance expenses as incurred in the defense advance of or other participation in any final disposition of any such claim, action, suit, proceeding or investigation from each to the extent and in accordance with the procedures that Union or its applicable Subsidiary would have under applicable Law or its Organizational Documents (and, to the extent not contrary to applicable Law or its Organizational Documents, any indemnification agreement) in effect on the date of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request thereforthis Agreement; provided, however, that any the Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Legal RequirementsLaw or the applicable Organizational Documents (as in effect on the date hereof), to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, and provided, further, that any determination required to be made with respect to whether a director’s, officer’s, employee’s or fiduciary’s conduct complied with the standards set forth under applicable Law and the applicable Organizational Documents (or the applicable organizational documents of a Subsidiary or Union Plan) shall be made by independent counsel selected by the Indemnified Party. In the event of any claim, action, suit, proceeding or investigation, (i) neither Visor nor the Surviving Company shall settle, compromise or consent to the entry of any judgment in any claim, action, suit, proceeding or investigation (and in which indemnification could be sought by Indemnified Parties hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action, suit, proceeding or investigation or such Indemnified Party otherwise consents in writing, and (ii) the Surviving Company shall cooperate in the defense of such matter. The parties agree that this Section 6.08(a) does not purport to limit any rights that any Indemnified Party may have under any employment agreement, indemnification agreement, or Union Plan in effect on the date of this Agreement and disclosed to either party prior to the execution hereof, which provisions shall not be amended, repealed or otherwise modified in any manner that would materially adversely affect the rights thereunder of any such individual.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Merger Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time through (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of any Acquired Corporation pursuant to the organizational documents thereof and any indemnification or other similar agreements of any Acquired Corporation set forth in Section 5.5(a) of the Company Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and the Acquired Corporations shall perform their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the date on which the Merger Effective Time occursTime, each of Parent and the Surviving Entity shall, jointly and severallyshall cause its Subsidiaries to, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party individual who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason as of the fact that such Person is nowdate of this Agreement, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any Acquired Corporation or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies Corporation as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Corporation or is or was serving at the Merger Transactions)request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements, to advancement . In the event of expenses incurred in the defense of or other participation in any such claim, action, suitsuit or proceeding, proceeding (x) Parent shall, and shall cause its Subsidiaries to, pay, in advance of the final disposition of such claim, action, suit or investigation from each proceeding, any expenses incurred in defense thereof by the Indemnified Person upon receipt of Parent and the Surviving Entity within ten (10) business days of receipt an undertaking by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any such Indemnified Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, to repay such advances amount if it is shall ultimately be determined that such Indemnified Person is not entitled to indemnificationbe indemnified pursuant to the preceding sentence and (y) Parent shall, and shall cause its Subsidiaries to, reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From and after the Merger Effective Time, the Surviving Corporation shall, and Obalon shall cause the Surviving Corporation to, indemnify, defend and hold harmless each present and former director, officer and employee of ReShape and Obalon, each present and former director, member of the board of directors, officer and employee of any of their respective Subsidiaries, and any fiduciary under any ReShape Plan or Obalon Plan (in each case, when acting in such capacity), determined as of the Effective Time through (the sixth anniversary of the date on which the Merger Effective Time occurs“Indemnified Parties”), each of Parent against any costs or expenses (including attorneys’ fees and the Surviving Entity shalldisbursements), jointly and severallyjudgments, indemnify and hold harmlessfines, to the fullest extent not prohibited by applicable Legal Requirementslosses, each Covered Party who wasclaims, is damages or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise liabilities incurred in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration proceeding or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrativeadministrative or investigative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Indemnified Party is or was an officer a director, officer, employee or director fiduciary of ReShape or Obalon or a member of the board of directors, officer, employee or fiduciary of any of the Acquired Companies (in each case, including the taking of its respective Subsidiaries or a fiduciary under any action ReShape Plan or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions)Obalon Plan, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitledTime (including with respect to any acts or omissions in connection with this Agreement and the transactions and actions contemplated by this Agreement), subject to the fullest extent that ReShape or Obalon, as applicable, would have been permitted under applicable Law and the applicable Organizational Documents (and, to the extent not contrary to applicable Legal RequirementsLaw or its Organizational Documents, any indemnification agreement) in effect on the date of this Agreement to advancement of indemnify such Person (and the Surviving Corporation shall also promptly advance expenses as incurred in the defense advance of or other participation in any final disposition of any such claim, action, suit, proceeding or investigation from each to the fullest extent that ReShape, Obalon or its applicable Subsidiary would have been permitted under applicable Law or its Organizational Documents (and, to the extent not contrary to applicable Law or its Organizational Documents, any indemnification agreement) in effect on the date of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request thereforthis Agreement; provided, however, that any the Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Legal RequirementsLaw or the applicable Organizational Documents (as in effect on the date hereof), to repay such advances if it is ultimately determined that such Person is not entitled to indemnification); and provided, further, that any determination required to be made with respect to whether a director’s, officer’s, employee’s or fiduciary’s conduct complied with the standards set forth under applicable Law and the applicable Organizational Documents (or the applicable Organizational Documents of a Subsidiary or ReShape Plan or Obalon Plan) shall be made by independent counsel selected by the Indemnified Party. In the event of any claim, action, suit, proceeding or investigation, (i) neither Obalon nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any claim, action, suit, proceeding or investigation (and in which indemnification could be sought by Indemnified Parties hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action, suit, proceeding or investigation or such Indemnified Party otherwise consents in writing, and (ii) the Surviving Corporation shall cooperate in the defense of such matter. The parties agree that this Section 6.07(a) does not purport to limit any rights that any Indemnified Party may have under any employment agreement, indemnification agreement, ReShape Plan or Obalon Plan in effect on the date of this Agreement and disclosed to ReShape or Obalon prior to the execution hereof, which provisions shall not be amended, repealed or otherwise in any manner that would materially adversely affect the rights thereunder of any such individual.

Indemnification of Officers and Directors. (a) From For six years after the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occursTime, each of Parent and shall cause the Surviving Entity shall, jointly and severally, Corporation to indemnify and hold harmless, to the fullest extent not prohibited by that the Surviving Corporation is permitted to indemnify under applicable Legal Requirements, each Covered Party Person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, now or was prior to the Effective Time an officer or director of the Acquired Companies and each person who is now or becomes obligated was prior to furnish the Effective Time an officer or furnishes documents director of the Acquired Companies who served as a fiduciary under or with respect to any employee benefit plan of the Acquired Companies (within the meaning of Section 3(3) of ERISA) (each, an “Indemnified Person”) against any costs or expenses, judgments, fines, losses, claims, damages, liabilities and amounts paid in response to a subpoena or otherwise settlement in connection with any threatened, pending actual or completed threatened claim, action, suit, proceedingarbitration, arbitration proceeding or alternative dispute resolution mechanisminvestigation in respect of, investigationor arising out of, inquiry, administrative hearing, appeal acts or any other actual, threatened omissions by such Indemnified Person in his her capacity as an officer or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason director of the fact Acquired Companies, or a fiduciary under or with respect to any employee benefit plan of the Acquired Companies, occurring, or alleged to have occurred, at or prior to the Effective Time; provided, however, that such Person is nowif, has been at any time prior to the date hereof or who becomes sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification under this Section 5.5(a) then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, for six years after the Effective Time, Parent shall cause the Surviving Corporation to advance, to the extent that the Surviving Corporation is permitted to advance under applicable Legal Requirement, prior to the Merger Effective Time, a director or officer final disposition of any of the Acquired Companies (the “Covered Parties”)actual or threatened claim, from (i) any and action, suit, arbitration, proceeding or investigation for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ feesfees and investigation expenses) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party Indemnified Person in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions), whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, arbitration, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request thereforinvestigation; provided, however, that any advancement of expenses pursuant to this Section 5.5(a) shall be conditioned upon the Surviving Corporation’s receipt of an undertaking by or on behalf of the Indemnified Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, to repay such advances amount if it is shall be ultimately determined by final judgment of a court of competent jurisdiction that such the Indemnified Person is not entitled to indemnificationbe indemnified pursuant to this Section 5.5(a). In the event of any such action, Parent and the Surviving Corporation shall cooperate with the Indemnified Person in the defense of any such action.

Indemnification of Officers and Directors. (a) From For a period of six years from the Merger Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time through (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of the Acquired Companies under the certificate of incorporation and bylaws (or other organizational documents) of each of the Acquired Companies, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Person (as defined below), and Parent shall cause the Acquired Companies to perform their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the date on which Effective Time, Parent shall cause the Merger Effective Time occursSurviving Corporation and its Subsidiaries to, each of Parent and the Surviving Entity shall, jointly and severallyCorporation agrees that it will, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party individual who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason as of the fact that such Person is nowdate of this Agreement, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any Acquired Company or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies Company as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with or is or was serving at the Merger Transactions)request of any Acquired Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suitsuit or proceeding from Parent, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days Corporation or its Subsidiaries, as applicable, in accordance with the organizational documents, in each case as in effect on the date of receipt by Parent or this Agreement, as applicable, as in effect on the Surviving Entity from the Covered Party date of a request thereforthis Agreement; provided, provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Legal Requirementsthe DGCL or the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnificationindemnification and (y) Parent, the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Merger Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time through (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of the Company and any indemnification or other similar agreements of the Company, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Company to perform its obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the date on which the Merger Effective Time occursTime, each of Parent and shall cause the Surviving Entity shallCorporation and its Subsidiary, jointly and severallyas applicable, to, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party individual who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason as of the fact that such Person is nowdate of this Agreement, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any the Company or who is as of the Acquired Companies date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable and documented fees, settlement paymentscosts and expenses, awards including reasonable and amounts of any type whatsoever documented attorneys’ fees and disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an a director or officer or director of any of the Acquired Companies (in each case, including Company or is or was serving at the taking request of any action or the failure to take any action Company as a director or officer of any Acquired Company in connection with the Merger Transactions)another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements, to advancement . In the event of expenses incurred in the defense of or other participation in any such claim, action, suitsuit or proceeding, proceeding or investigation (x) each Indemnified Person will be entitled to the advancement of expenses incurred in defense thereof from each of Parent and the Surviving Entity within ten (10) business days Corporation or its Subsidiary, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of receipt by Parent or the Surviving Entity from Corporation or its Subsidiary, as applicable, as in effect on the Covered Party date of a request thereforthis Agreement; provided, that any the Indemnified Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, undertaking to repay such advances amount if it is shall ultimately be determined by final adjudication that such Indemnified Person is not entitled to indemnificationbe indemnified pursuant to the preceding sentence and (y) the Surviving Corporation and its Subsidiary shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From and after the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occursTime, each of Parent and shall, or shall cause the Surviving Entity shall, jointly and severally, Corporation to indemnify and hold harmlessharmless each person who is at the date hereof, to the fullest extent not prohibited by applicable Legal Requirements, each Covered Party who was, is or becomeswas previously, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in during the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to period from the date hereof or who becomes prior to through the Merger Effective TimeTime will be, serving as a director or officer of any of the Acquired Companies (collectively, the “Covered PartiesPersons”), from (i) against any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements costs or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all ), judgments, fines, losses, claims, damages, liabilities, judgments, fines, penalties, amounts paid in settlement payments(including all interest, awards assessments and amounts of any type whatsoever incurred by such Covered Party other charges paid or payable in connection with or arising from in respect of any Indemnification Event (Athereof) arising out of or, relating to or and reasonable out-of-pocket attorneys’ fees and all other reasonable out-of-pocket costs incurred in connection with any acts claim, action, suit, Proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to or at the Merger Effective Time or (B) investigative, arising out of or pertaining to matters existing or occurring at or prior to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions)Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the fullest extent that the Acquired Companies, as the case may be, would have been permitted under or required by applicable Legal RequirementsApplicable Law and their respective certificates of incorporation, bylaws and indemnification agreements as in effect on the date of this Agreement and that have been made available to Parent (the “Indemnification Agreements”). Parent also agrees that it shall cause the Surviving Corporation to promptly advance costs and expenses (including attorneys’ fees) as incurred by each Covered Person to the fullest extent permitted under or required by Applicable Law and their respective certificates of incorporation, bylaws or equivalent or other organizational and governing documents (collectively, “Governing Documents”) and the Indemnification Agreements of the Company and its Subsidiaries in effect on the date of this Agreement upon receipt of a written undertaking by such Person or on such Person’s behalf to repay such advances the amount paid or reimbursed only if it is ultimately determined (after exhausting all available appeals) that such Person is not entitled permitted to indemnificationbe indemnified under Applicable Law or any such applicable Governing Document. Without limiting the foregoing, Parent shall cause the Surviving Corporation (i) to maintain, for a period of not less than six (6) years from the Effective Time, provisions in the Acquired Companies’ respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Covered Persons that are no less favorable to those Covered Persons than the provisions of Applicable Law and the Governing Documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Law.

Indemnification of Officers and Directors. (a) From and after the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occursTime, each of Parent Trooper and the Surviving Entity shallCorporation agrees that it shall indemnify, jointly and severally, indemnify defend and hold harmlessharmless each present and former director, to the fullest extent not prohibited by applicable Legal Requirementsofficer and employee of Ranger, each Covered Party who waspresent and former director, is member of the board of directors, officer and employee of any of Ranger’s Subsidiaries and any fiduciary under any Ranger Plan (in each case, when acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or becomesexpenses (including attorneys’ fees and disbursements), judgments, fines, losses, claims, damages or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise liabilities incurred in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration proceeding or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrativeadministrative or investigative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Indemnified Party is or was an officer a director, officer, employee or director fiduciary of Ranger or a member of the board of directors, officer, employee or fiduciary of any of the Acquired Companies (in each case, including the taking of its Subsidiaries or a fiduciary under any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions)Ranger Plan, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitledTime (including with respect to any acts or omissions in connection with this Agreement and the transactions and actions contemplated by this Agreement), subject to the fullest extent that Ranger would have been permitted under applicable Law and the applicable Organizational Documents (and, to the extent not contrary to applicable Legal RequirementsLaw or its Organizational Documents, any indemnification agreement) in effect on the date of this Agreement to advancement of indemnify such Person, and Trooper or the Surviving Corporation shall also promptly advance expenses as incurred in the defense advance of or other participation in any final disposition of any such claim, action, suit, proceeding or investigation from each to the fullest extent that Ranger or its applicable Subsidiary would have been permitted under applicable Law or its Organizational Documents (and, to the extent not contrary to applicable Law or its Organizational Documents, any indemnification agreement) in effect on the date of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request thereforthis Agreement; provided, however, that any the Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Legal RequirementsLaw or the applicable Organizational Documents (as in effect on the date hereof), to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, and provided, further, that any determination required to be made with respect to whether a director’s, officer’s, employee’s or fiduciary’s conduct complied with the standards set forth under applicable Law and the applicable Organizational Documents (or the applicable organizational documents of a Subsidiary or Ranger Plan) shall be made by independent counsel selected by the Indemnified Party. In the event of any claim, action, suit, proceeding or investigation, (i) neither Trooper nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any claim, action, suit, proceeding or investigation (and in which indemnification could be sought by Indemnified Parties hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action, suit, proceeding or investigation or such Indemnified Party otherwise consents in writing, and (ii) the Surviving Corporation shall cooperate in the defense of such matter. The parties agree that this Section 6.08(a) does not purport to limit any rights that any Indemnified Party may have under any employment agreement, indemnification agreement, or Ranger Plan in effect on the date of this Agreement and disclosed to either party prior to the execution hereof, which provisions shall not be amended, repealed or otherwise modified in any manner that would materially adversely affect the rights thereunder of any such individual.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent MEDS and the Surviving Entity shall, jointly and severally, Corporation shall indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a director or officer of any of MEDS or the Acquired Companies Company, respectively (the “Covered D&O Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesfines and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements (collectively, awards and amounts of any type whatsoever “Costs”), incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to or at the Merger Effective Time or (B) investigative, arising out of or pertaining to the fact that the Covered D&O Indemnified Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with MEDS or of the Merger Transactions)Company, whether asserted or claimed prior to, at or after the Merger Effective Time, in each case, to the fullest extent permitted under the DGCL. Each Covered D&O Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent MEDS and the Surviving Entity within ten (10) business days of Corporation, jointly and severally, upon receipt by Parent MEDS or the Surviving Entity Corporation from the Covered D&O Indemnified Party of a request therefor; provided, provided that any Person such person to whom expenses are advanced provides an undertakingundertaking to MEDS, to the extent then required by applicable Legal Requirementsthe DGCL, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification. Without otherwise limiting the D&O Indemnified Parties’ rights with regards to counsel, following the Effective Time, the D&O Indemnified Parties shall be entitled to continue to retain GS2Law PLLC, Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP or such other counsel selected by the D&O Indemnified Parties.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary The corporation shall indemnify any director, officer, employee or agent of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, each Covered Party corporation who was, was or is or becomes, a party or is threatened to be made, made a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration suit or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrativeadministrative or investigative, arbitrative or investigative nature (each, an “Indemnification Event”) to the full extend authorized and permitted by reason the laws of the fact that State of Delaware. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against him and incurred by him in any such Person capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of the State of Delaware. The corporation's indemnity of any person who is nowor was a director, officer, employee or agent of the corporation shall be reduced by any amounts such person may collect as indemnification under any policy of insurance purchased and maintained on his behalf by the corporation. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any certificate of incorporation, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has been at any time prior ceased to be a director, officer, employee or agent and shall inure to the date hereof benefit of the heirs, executors and administrators of such a person. The right of reimbursement for liabilities and expenses so imposed or who becomes prior incurred shall include the right to receive such reimbursement in advance of the Merger Effective Timefinal disposition of any such action, a suit or proceeding upon the Corporation's receipt of an undertaking by or on behalf of such director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions), whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, to repay such advances amount if it is shall be ultimately determined that such Person he is not entitled to indemnificationbe indemnified by the Corporation pursuant to law or this Section 7.07. Neither the amendment nor repeal of this Section 7.07, nor the adoption of any provisions of the Certificate of Incorporation inconsistent with this Section 7.07, shall eliminate or reduce the effect of this Section 7.07 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Section 7.07 would accrue or arise, prior to such amendment, repeal or adopting of an inconsistent provision.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occursoccurs (or such period in which a D&O Indemnified Party (defined below) is asserting a claim for indemnification or other protections pursuant to this Section 5.15 to the extent arising prior to the end of such six-year period), each of Parent Homology and the Surviving Entity shall, jointly and severally, Corporation shall indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies Homology or Q32, respectively (the “Covered D&O Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, settlements, damages, liabilities, judgments, finesfines and penalties and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements (collectively, awards and amounts of any type whatsoever “Costs”), incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to investigative, formal or at the Merger Effective Time or (B) informal, arising out of or pertaining to the fact that the Covered D&O Indemnified Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions)Homology or of Q32, whether asserted or claimed prior to, at or after the Merger Effective TimeTime (including in connection with this Agreement or the Contemplated Transactions), in each case, to the fullest extent permitted under Delaware Law (including as it may be amended after the date of this Agreement to increase the extent to which a corporation may provide indemnification). Each Covered D&O Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of fees, costs and expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent Homology and the Surviving Entity within ten (10) business days of Corporation, jointly and severally, upon receipt by Parent Homology or the Surviving Entity Corporation from the Covered D&O Indemnified Party of a request therefor; provided, provided that any Person such person to whom fees, costs or expenses are advanced provides an undertakingundertaking to Homology, to the extent then required by applicable Legal RequirementsDelaware Law, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification. Homology and the Surviving Corporation shall each cooperate with the D&O Indemnified Party in the defense of any actual or threatened claim, action, suit, proceeding or investigation.

Indemnification of Officers and Directors. (a) From Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Merger Effective Time through (whether asserted or claimed prior to, at or after the sixth anniversary Effective Time) now existing in favor of the date on which current or former directors or officers of the Merger Effective Time occurs, Acquired Companies under the certificate of incorporation and bylaws (or other organizational documents) of each of the Acquired Companies, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Person (as defined below), and Parent shall cause the Acquired Companies to perform their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to, and the Surviving Entity shallCorporation agrees that it will, jointly pursuant to the certificate of incorporation and severallybylaws (or other organizational documents) of each of the Acquired Companies, in each case as in effect on the date of this Agreement, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party individual who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason as of the fact that such Person is nowdate of this Agreement, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any Acquired Company or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies Company as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with or is or was serving at the Merger Transactions)request of any Acquired Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suitsuit or proceeding from Parent, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days Corporation or its Subsidiaries, as applicable, in accordance with the organizational documents, in each case as in effect on the date of receipt by Parent or the Surviving Entity from the Covered Party of a request thereforthis Agreement; provided, provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Legal Requirementsthe DGCL or the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnificationindemnification and (y) Parent, the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From and after the Merger Effective Time through Time, Parent agrees that it will, and will cause the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity shall, jointly and severallyCompany to, indemnify and hold harmlessharmless each present and former director and officer (the "Indemnified Parties"), to the fullest extent not prohibited by applicable Legal Requirementsagainst any costs or expenses (including attorneys' fees), each Covered Party who wasjudgments, is fines, losses, claims, damages, liabilities or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents amounts paid in response to a subpoena or otherwise settlement incurred in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration proceeding or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrativeadministrative or investigative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to matters existing or occurring at or prior to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions)Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement the fullest extent that the Company would have been permitted under Delaware law and its Certificate of expenses incurred Incorporation or bylaws in effect on the defense of or other participation in any date hereof to indemnify such claim, action, suit, proceeding or investigation from each of Indemnified Party (and Parent and the Surviving Entity within ten (10) business days of receipt by Parent or Company shall also advance expenses as incurred to the Surviving Entity from fullest extent permitted under applicable Law, provided the Covered Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, undertaking to repay such advances if it is ultimately determined that such Person Indemnified Party is not entitled to indemnification). (b) For a period of six years after the Effective Time, Parent shall maintain or shall cause the Company to maintain (to the extent available in the market) in effect a directors' and officers' liability insurance policy covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy (copies of which have been heretofore delivered by the Company to Parent) with coverage in amount and scope at least as favorable as the Company's existing coverage; provided that in no event shall Parent or the Company be required to expend in the aggregate in excess of 200% of the annual premium currently paid by the Company for such coverage; and if such premium would at any time exceed 200% of the such amount, then Parent or the Company shall maintain insurance policies which provide the maximum and best coverage available at an annual premium equal to 200% of such amount. (c) The provisions of this Section 5.09 are intended to be in addition to the rights otherwise available to the current officers and directors of the Company by Law, charter, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. SECTION 5.10. REPAYMENT OF BANK DEBT AND SENIOR SUBORDINATED NOTES. Parent agrees to cause the Company to, and provide the Company with sufficient funds to, (i) at the Effective Time repay all amounts outstanding under that certain Credit Agreement, as amended, among the Company, various lending institutions and The Chase Manhattan Bank, N.A. dated as of October 6, 1995 (the "Bank Debt") in the manner required by such agreement, and (ii) perform the Company's obligations set forth in Section 4.15 (Change of Control) of that certain Indenture dated as of November 22, 1995 between the Company and Marine Midland Bank, as Trustee with respect to the Company's $100,000,000 11-1/2% Senior Subordinated Notes (the "Senior Subordinated Notes"). ARTICLE VI.

Indemnification of Officers and Directors. (ad) From and after the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occursTime, each of Parent and the Surviving Entity Corporation shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a director or officer of the Company or any of the Acquired Companies its Subsidiaries (the “Covered Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesfines and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to or at the Merger Effective Time or (B) investigative, arising out of or pertaining to the fact that the Covered Indemnified Party is or was an officer or director of the Company or any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions)its Subsidiaries, whether asserted or claimed prior tobefore, at or after the Merger Effective Time, to the fullest extent permitted by law. Each Covered Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity Corporation within ten (10) business days Business Days of receipt by Parent or the Surviving Entity Corporation from the Covered Indemnified Party of a request therefortherefore advancement of expenses; provided, that that, any Person to whom expenses are advanced such Indemnified Party provides an undertaking, to the extent required by applicable Legal Requirementsthe CGCL, to repay such advances advancement if it is ultimately determined that such Person the Indemnified Party is not entitled to indemnification.be indemnified. Nothing in this Section 5.5(a) is intended to alter or diminish the rights of any of the Indemnified Parties under any indemnification agreement between such Indemnified Party and the Company that has been entered into prior to the date of this Agreement and the provisions of this Section 5.5(a) shall be in addition to, and not in substitution of, any provisions of any such indemnification agreement. #PageNum#

Indemnification of Officers and Directors. (a) From and after the Effective Time, Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent Partner shall cause AEGON USA and the Surviving Entity shallCorporation to indemnify, jointly and severally, indemnify defend and hold harmless, harmless to the fullest extent not prohibited permitted under applicable law (excluding personal conduct which is finally adjudicated by applicable Legal Requirements, a court of competent jurisdiction to constitute the commission of a crime by the relevant individual) each Covered Party person who was, is or becomesis, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a an officer or director of Company (or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements Subsidiary or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ feesdivision thereof) and each person who served at the request of Company as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (iiindividually, an "Indemnified Party" and, collectively, the "Indemnified Parties") any and against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties, settlement payments, awards penalties and amounts of any type whatsoever incurred by such Covered Party paid in connection with or arising from any Indemnification Event (A) arising out of or, relating to or settlement in connection with any acts claim, action, suit, proceeding or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) investigation arising out of or pertaining to the fact that the Covered Party is acts or was an officer omissions, or director of any of the Acquired Companies (alleged acts or omissions, by them in each case, including the taking of any action or the failure to take any action their capacities as a director or officer of any Acquired Company in connection with the Merger Transactions)such, whether commenced, asserted or claimed prior to, at before or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement In the event of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent (an "Action"), (i) Merger Partner shall cause AEGON USA and the Surviving Entity within ten (10) business days Corporation to pay, as incurred, the fees and expenses of receipt counsel selected by Parent or the Indemnified Party, which counsel shall be reasonably acceptable to the Surviving Entity from Corporation, in advance of the Covered Party final disposition of a request thereforany such Action to the fullest extent permitted by applicable law, and, if required, upon receipt of any undertaking required by applicable law, and (ii) Merger Partner shall cause AEGON USA and the Surviving Corporation to cooperate in the defense of any such matter; provided, however, the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed), and provided further, that Merger Partner shall not be obligated pursuant to this Section 5.13 to cause AEGON USA and the Surviving Corporation to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any Person to whom expenses are advanced provides an undertakingsingle Action, to unless, in the extent required by applicable Legal Requirementsgood faith judgment of any of the Indemnified Parties, to repay there is or may be a conflict of interests between two or more of such advances if it is ultimately determined that such Person is not entitled to indemnificationIndemnified Parties, in which case there may be separate counsel for each similarly situated group.

Indemnification of Officers and Directors. (a) From For a period of not less than six (6) years from the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occursTime, each of Parent shall, and shall cause the Surviving Entity shallCorporation or any applicable Subsidiary thereof (collectively, jointly and severally, indemnify and hold harmlessthe “D&O Indemnifying Parties”), to the fullest extent not prohibited each such D&O Indemnifying Party is authorized or permitted by applicable Legal RequirementsApplicable Law, to: (i) indemnify and hold harmless each Covered Party person who wasis at the date of this Agreement, is or becomeswas previously, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in during the right period from the date of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason this Agreement through the date of the fact that such Person is nowEffective Time will be, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, serving as a director or officer of the Company or any of its Subsidiaries or, at the Acquired Companies request or for the benefit of the Company or any of its Subsidiaries, as a director, trustee or officer of any other entity or any benefit plan maintained by the Company or any of its Subsidiaries (collectively, the “Covered D&O Indemnified Parties”), from (i) as now or hereafter in effect, in connection with any D&O Claim and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties, settlement payments, awards penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any type whatsoever thereof) relating to or resulting from such D&O Claim; and (ii) promptly advance to such D&O Indemnified Party any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance of the final disposition of such D&O Claim, including payment on behalf of or advancement to the D&O Indemnified Party of any Claim Expenses incurred by such Covered D&O Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or arising from any Indemnification Event (A) arising out of orother security, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining but subject to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions), whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days of D&O Indemnifying Party’s receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the extent required written undertaking by applicable Legal Requirements, or on behalf of such D&O Indemnified Party to repay such advances Claim Expenses if it is ultimately determined under Applicable Law that such Person D&O Indemnified Party is not entitled to indemnification.be indemnified. All rights to indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the date of this Agreement and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representatives. As used in this Section 5.5: (x) the term “

Indemnification of Officers and Directors. (a) From For six (6) years from and after the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity shall, jointly and severally, indemnify and hold harmlessTime, to the fullest extent not prohibited permitted by applicable Legal RequirementsLaw, each Covered Party who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason Buyer shall honor all of the fact Company’s obligations to indemnify and hold harmless (and advance funds in respect of each of the foregoing and costs of defense to the extent that such Person has the right to advancement of expenses from the Company or its Subsidiaries as of the date of this Agreement, provided that such indemnified Person agrees in advance to return any such funds to which a court of competent jurisdiction determines such indemnified party is not ultimately entitled) each person who is now, or has been at any time prior to the date hereof of this Agreement or who becomes prior to the Merger Effective Time, a Time an officer or director of the Company or officer of any of the Acquired Companies its Subsidiaries (together with their respective heirs and representatives, the “Covered D&O Indemnified Parties”), from as provided the certificate of incorporation and bylaws (ior equivalent organizational documents) of the Company and any and all direct and indirect fees and costsCompany Subsidiary, retainersor pursuant to any other agreements in effect as of the date of this Agreement that have been made available to Buyer, court costs, transcript costs, fees in respect of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur have occurred at or prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions)Time, whether asserted or claimed prior to, at or after the Merger Effective Time, by reason of the fact that such Persons serving as an officer or director of the Company or any of its Subsidiaries. Each Covered Party will be entitledFor a period of six (6) years from and after the Effective Time, subject to applicable Legal Requirementsthe Company shall, to and Buyer shall cause the Company to, maintain in effect the exculpation, indemnification and advancement of expenses incurred equivalent to the provisions of the certificate of incorporation and bylaws (or equivalent organizational documents) of the Company and any Company Subsidiary as in effect immediately prior to the defense of Effective Time with respect to acts or other participation omissions occurring, or alleged to have occurred, prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party without the prior written consent of such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request thereforD&O Indemnified Party; provided, however, that all rights to indemnification in respect of any Person to whom expenses are advanced provides an undertaking, to action pending or asserted or any claim made within such period shall continue until the extent required by applicable Legal Requirements, to repay disposition of such advances if it is ultimately determined that action or resolution of such Person is not entitled to indemnificationclaim.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, each Covered Party Each person who was, was or is or becomesmade a party to, or is threatened to be made, made a party to or witness or other participant into, or was or is or becomes obligated to furnish or furnishes documents involved in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration suit or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrative, arbitrative legislative, investigative or investigative nature any other type whatsoever, preliminary, informal or formal, including any arbitration or other alternative dispute resolution and including any appeal of the foregoing (eacha “Proceeding”), an “Indemnification Event”) by reason of the fact that such Person person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, was a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of Corporation or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (for purposes of this Article V, an “Indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any Acquired Company such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith, provided such Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. Such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Indemnitees’ heirs, executors, administrators and personal representatives. Notwithstanding the foregoing or Section 2, subject to Section 5 of this Article V, the Corporation shall not be required to indemnify or advance expenses incurred by any Indemnitee seeking indemnity or advancement of expenses in connection with the Merger Transactions)a Proceeding (or part thereof) initiated by such Indemnitee or in defending any counterclaim, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred in the defense of or other participation in any such cross-claim, actionaffirmative defense, suit, proceeding or investigation from each like claim of Parent and the Surviving Entity within ten Corporation in such a Proceeding unless such Proceeding (10or part thereof) business days was authorized by the Board of receipt Directors or such indemnification is authorized by Parent or an agreement approved by the Surviving Entity from the Covered Party Board of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationDirectors.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the The Surviving Entity Corporation shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by permitted under applicable Legal Requirementslaw or under the Surviving Corporation’s Certificate of Incorporation or By-Laws, indemnify and hold harmless each Covered Party who waspresent and former director or officer of AUSA or any of its Subsidiaries (collectively, is the “Indemnified Parties”) against any costs or becomesexpenses (including reasonable attorneys’ fees), or is threatened to be madejudgments, a party to or witness or other participant infines, or was or is or becomes obligated to furnish or furnishes documents losses, claims, damages, liabilities and amounts paid in response to a subpoena or otherwise settlement in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration proceeding or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrative, arbitrative administrative or investigative nature (eachcollectively, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered PartiesActions”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (Bx) arising out of or pertaining to the fact transactions contemplated by this Agreement, or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, to the same extent as provided in Certificate of Incorporation or By-Laws of AUSA or any applicable contract or agreement as in effect on the date hereof, in each case for a period of three years after the Effective Time; provided, however, that, in the event that the Covered Party is any claim or was an officer claims for indemnification are asserted or director made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. In the Acquired Companies event of any such Action (whether arising before or after the Effective Time), the Indemnified Parties shall promptly notify the Surviving Corporation in each casewriting, and the Surviving Corporation shall have the right to assume the defense thereof, including the taking employment of counsel reasonably satisfactory to such Indemnified Parties. The AGREEMENT AND PLAN OF MERGER Indemnified Parties shall have the right to employ separate counsel in any such Action and to participate in (but not control) the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Parties unless (a) the Surviving Corporation has agreed to pay such fees and expenses, (b) the Surviving Corporation shall have failed to assume the defense of such Action or (c) the named parties to any such Action (including any impleaded parties) include both the Surviving Corporation and the Indemnified Parties and such Indemnified Parties shall have been reasonably advised in writing by counsel that there may be one or more legal defenses available to the Indemnified Parties which are in conflict with those available to the Surviving Corporation. In the event such Indemnified Parties employ separate counsel at the expense of the Surviving Corporation pursuant to clauses (b) or (c) of the previous sentence, (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation; (ii) the Indemnified Parties as a group may retain only one law firm to represent them in each applicable jurisdiction with respect to any single Action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any action two or the failure more Indemnified Parties, in which case each Indemnified Person with respect to take any action as whom such a director conflict exists (or officer group of any Acquired Company such Indemnified Persons why among them have no such conflict) may retain one separate law firm in connection with the Merger Transactions), whether asserted or claimed prior to, at or each applicable jurisdiction; (iii) after the Merger Effective Time. Each Covered Party , the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received; and (iv) the Surviving Corporation will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred cooperate in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each Action. The Surviving Corporation shall not be liable for any settlement of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationAction effected without its written consent.

Indemnification of Officers and Directors. (a) From and after the Effective Time, Parent and/or Merger Effective Time through Sub shall cause the sixth anniversary of the date on which the Merger Effective Time occursSurviving Corporation to, each of Parent and the Surviving Entity Corporation shall, jointly and severally, indemnify and hold harmless, harmless the current directors and officers of the Company to the fullest extent not prohibited by permitted under applicable Legal Requirements, each Covered Party who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in Requirement and the right of a Covered Party or otherwise Organizational Documents (and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of Parent and/or Merger Sub shall cause the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions), whether asserted or claimed prior Surviving Corporation to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or Corporation shall, also advance expenses to such persons as incurred to the Surviving Entity from fullest extent permitted under applicable Legal Requirement and the Covered Party of a request thereforOrganizational Documents; provided, that any Person that, the person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, undertaking to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification), each present and former director and officer of the Company and any of its Subsidiaries (collectively, the “Indemnified Persons”) against any and all costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages and liabilities incurred in connection with any action, arbitration, audit, hearing, litigation, suit or other similar proceeding (whether civil, criminal, administrative or governmental) (each an “Action”), arising out of or pertaining to any action or omission or matters existing or occurring at or prior to the Effective Time, including the Contemplated Transactions, to the same extent as provided in the Organizational Documents, or any other applicable contract, in effect on the date hereof, provided, that, the Surviving Corporation shall not be required to provide indemnification to the Indemnified Persons with respect to claims initiated by the Indemnified Person, and not by way of defense, counterclaim or cross claim, except for (i) actions or proceedings brought by an Indemnified Person to establish a right under or to enforce an Indemnified Person’s entitlement to indemnification, (ii) such actions approved by the Company Board, or (iii) as otherwise required under applicable Legal Requirement.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent Zordich and the Surviving Entity shall, jointly and severally, Corporation shall indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a director or officer of any of Zordich or the Acquired Companies Company, respectively (the “Covered D&O Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesfines and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements (collectively, awards and amounts of any type whatsoever “Costs”), incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to or at the Merger Effective Time or (B) investigative, arising out of or pertaining to the fact that the Covered D&O Indemnified Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Zordich or of the Merger Transactions)Company, whether asserted or claimed prior to, at or after the Merger Effective Time, in each case, to the fullest extent permitted under the DGCL. Each Covered D&O Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent Zordich and the Surviving Entity within ten (10) business days of Corporation, jointly and severally, upon receipt by Parent Zordich or the Surviving Entity Corporation from the Covered D&O Indemnified Party of a request therefor; provided, provided that any Person such person to whom expenses are advanced provides an undertakingundertaking to Zordich, to the extent then required by applicable Legal Requirementsthe DGCL, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification. Without otherwise limiting the D&O Indemnified Parties’ rights with regards to counsel, following the Effective Time, the D&O Indemnified Parties shall be entitled to continue to retain Xxxxxxx Procter LLP or such other counsel selected by the D&O Indemnified Parties.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Merger Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time through (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of any Acquired Company and any indemnification or other similar agreements of any Acquired Company that, in the case of any current director or officer of the Company, has been made available to Parent, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Acquired Companies to perform their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the date on which Effective Time, Parent shall cause the Merger Effective Time occursSurviving Corporation and its Subsidiaries to, each of Parent and the Surviving Entity shall, jointly and severallyCorporation agrees that it will, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party individual who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason as of the fact that such Person is nowdate of this Agreement, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any Acquired Company or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies Company as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the Transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with or is or was serving at the Merger Transactions)request of any Acquired Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, suit or proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days Corporation or its Subsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of receipt by Parent or the Surviving Entity from Corporation or its Subsidiaries, as applicable, as in effect on the Covered Party date of a request thereforthis Agreement; provided, provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Legal Requirementsthe NYBCL or the Surviving Corporation’s or its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnificationindemnification and (y) the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, each Covered Party Each person who was, was or is or becomesmade a party to, or is threatened to be made, made a party to or witness or other participant into, or was or is or becomes obligated to furnish or furnishes documents involved in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration suit or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrative, arbitrative legislative, investigative or investigative nature any other type whatsoever, preliminary, informal or formal, including any arbitration or other alternative dispute resolution and including any appeal of the foregoing (eacha “Proceeding”), an “Indemnification Event”) by reason of the fact that such Person person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, was a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of Corporation or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (for purposes of this Article VII, an “Indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware Law as the same exists or may hereafter be amended (but, in the case of any Acquired Company such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith, provided such Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. Such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Indemnitees’ heirs, executors and administrators. Notwithstanding the foregoing or Section 7.02, subject to Section 7.05 of this Article VII, the Corporation shall not be required to indemnify or advance expenses incurred by any Indemnitee seeking indemnity or advancement of expenses in connection with the Merger Transactions)a Proceeding (or part thereof) initiated by such Indemnitee or in defending any counterclaim, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred in the defense of or other participation in any such cross-claim, actionaffirmative defense, suit, proceeding or investigation from each like claim of Parent and the Surviving Entity within ten Corporation in such a Proceeding unless such Proceeding (10or part thereof) business days was authorized by the Board of receipt Directors or such indemnification is authorized by Parent or an agreement approved by the Surviving Entity from the Covered Party Board of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationDirectors.

Indemnification of Officers and Directors. (a) From Subject to applicable law, from the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent Orion and the Surviving Entity shall, jointly and severally, Corporation shall indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a director or officer of any of Orion or the Acquired Companies Company, respectively (the “Covered D&O Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesfines and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements (collectively, awards and amounts of any type whatsoever “Costs”), incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to or at the Merger Effective Time or (B) investigative, arising out of or pertaining to the fact that the Covered D&O Indemnified Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Orion or of the Company in connection with the Merger Transactions(each, a “Proceeding”), whether asserted or claimed prior to, at or after the Merger Effective Time, in each case, to the fullest extent permitted under the DGCL for directors or officers of Delaware corporations, provided that the D&O Indemnified Party acted in good faith and in a manner such party reasonably believed to be in or not opposed to the best interests of Orion and the Surviving Corporation, as applicable, and, with respect to any criminal proceeding, the D&O Indemnified Party had no reasonable cause to believe such conduct was unlawful; provided, further, that, if applicable law so provides, no indemnification against such Costs shall be made in respect of any claim, issue or matter in such Proceeding as to which the director or officer shall have been adjudged to be liable to Orion or the Surviving Corporation unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made. Each Covered Subject to applicable law, each D&O Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent Orion and the Surviving Entity within ten (10) business days of Corporation, jointly and severally, upon receipt by Parent Orion or the Surviving Entity Corporation from the Covered D&O Indemnified Party of a request therefor; provided, provided that any Person such person to whom expenses are advanced provides an undertakingundertaking to Orion or the Surviving Corporation, as applicable, to the extent then required by applicable Legal Requirementsthe DGCL, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification. Such statement or statements shall reasonably evidence the expenses incurred by the D&O Indemnified Party.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Merger Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time through (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of any Acquired Corporation and any indemnification or other similar agreements of any Acquired Corporation set forth on Section 6.5(a) of the Company Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Acquired Corporations to perform their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the date on which Effective Time, Parent shall cause the Merger Effective Time occursSurviving Corporation and its Subsidiaries to, each of Parent and the Surviving Entity shall, jointly and severallyCorporation agrees that it will, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party individual who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason as of the fact that such Person is nowdate of this Agreement, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any Acquired Corporation or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies Corporation as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Corporation or is or was serving at the Merger Transactions)request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, suit or proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days Corporation or its Subsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of receipt by Parent or the Surviving Entity from Corporation or its Subsidiaries, as applicable, as in effect on the Covered Party date of a request thereforthis Agreement; provided, provided that any Indemnified Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, undertaking to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnificationindemnification and (y) the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (ar) From For a period of not less than six (6) years from the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occursTime, each of Parent shall, and shall cause the Surviving Entity shallCorporation or any applicable Subsidiary thereof (collectively, jointly and severally, indemnify and hold harmlessthe “D&O Indemnifying Parties”), to the fullest extent not prohibited each such D&O Indemnifying Party is authorized or permitted by applicable Legal RequirementsApplicable Law, to: (i) indemnify and hold harmless each Covered Party person who wasis at the date of this Agreement, is or becomeswas previously, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in during the right period from the date of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason this Agreement through the date of the fact that such Person is nowEffective Time will be, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, serving as a director or officer of the Company or any of its Subsidiaries or, at the Acquired Companies request or for the benefit of the Company or any of its Subsidiaries, as a director, trustee or officer of any other entity or any benefit plan maintained by the Company or any of its Subsidiaries (collectively, the “Covered D&O Indemnified Parties”), from (i) as now or hereafter in effect, in connection with any D&O Claim and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties, settlement payments, awards penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any type whatsoever thereof) relating to or resulting from such D&O Claim; and (ii) promptly advance to such D&O Indemnified Party any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance of the final disposition of such D&O Claim, including payment on behalf of or advancement to the D&O Indemnified Party of any Claim Expenses incurred by such Covered D&O Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or arising from any Indemnification Event (A) arising out of orother security, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining but subject to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions), whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days of D&O Indemnifying Party’s receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the extent required written undertaking by applicable Legal Requirements, or on behalf of such D&O Indemnified Party to repay such advances Claim Expenses if it is ultimately determined under Applicable Law that such Person D&O Indemnified Party is not entitled to indemnification.be indemnified. All rights to indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the date of this Agreement and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representatives. As used in this Section 5.5: (x) the term “

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity shall, jointly and severally, shall indemnify and hold harmlessharmless each present and former director and officer of Seller (determined as of the Effective Time) and their heirs, to personal representatives and estates (collectively, the fullest extent not prohibited by applicable Legal Requirements“Indemnified Parties”) against, each Covered Party who wasand shall promptly upon request advance or reimburse, is any and all costs or becomesexpenses (including reasonable attorneys’ fees), judgments, interest, fines, losses, claims, damages, liabilities or is threatened to be madeamounts paid in settlement (collectively, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise “Costs”) as they are incurred in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration proceeding or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered PartiesProceeding”), from (i) any and all direct and indirect fees and costswhether or not the Indemnified Party is a party to such Proceeding, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with based upon or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any the Indemnified Party’s acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Party is or was as an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions)Seller, whether threatened, asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitledTime (collectively, subject to applicable Legal Requirements, to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking“Claims”), to the same extent required by applicable Legal Requirementsas the Indemnified Parties would have been indemnified under the articles of incorporation and/or bylaws (or comparable organizational document) of Seller as such documents were in effect on the date of this Agreement as if the Indemnified Parties were officers or directors of Seller at all relevant times except to the extent any Claim arises on account of an Indemnified Party’s service as an officer or director of another for-profit entity. This indemnity shall be provided for six years following the Effective Time; or if there shall be any Proceeding pending or threatened on the sixth anniversary of the Effective Time, to repay such advances if it indemnity shall continue in full force and effect until such pending or threatened Proceeding is ultimately determined that such Person is not entitled to indemnificationfinally resolved.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity shall, jointly and severally, The bank shall indemnify and hold harmless, advance expenses to the fullest extent not prohibited by applicable Legal Requirements, each Covered Party any person who was, was or is a party or becomeswitness, or is threatened to be made, made a party or witness, to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration suit or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrativeadministrative or investigative, arbitrative or investigative nature (eachincluding grand jury proceedings, an “Indemnification Event”) by reason of the fact that such Person person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, was a director or officer of any the bank or, while a director or officer of the Acquired Companies (bank is, or was serving at the “Covered Parties”)request of the bank as a member, from (i) any and all direct and indirect fees and director, trustee, officer, partner, employee or agent of another foreign or domestic corporation, or of a partnership, company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against reasonable costs, retainerscharges, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ attorney’s fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards penalties and amounts of any type whatsoever reasonably paid in settlement to the extent actually incurred by such Covered Party person in connection with such claim, action, suit or arising from any Indemnification Event (A) arising out of orproceeding, relating to or in connection with an appeal thereof, to the full extent of and in a manner consistent with and limited by federal or state banking law and regulation or the Minnesota Statutes, as the same now exists or may hereafter be amended or changed, or any successor or substitute law. No amendment to or repeal of this Article V shall apply to or have any effect on the rights of any individual referred to in this Article V for or with respect to acts or omissions of such individual occurring or alleged to occur prior to such amendment or at repeal. Entitlement to indemnification under this Section 5.1 shall be conditional upon the Merger Effective Time bank being afforded the opportunity to participate directly on behalf of such person in such claim, action, suit or (B) arising out of proceeding or pertaining any settlement discussions relating thereto. The rights to indemnification hereunder shall be construed to be a contract between the fact that the Covered Party bank and each person who is now serving or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action who shall hereafter serve as a director or officer of any Acquired Company in connection with the Merger Transactions), whether asserted or claimed prior to, at or after the Merger Effective Timebank. Each Covered Party will person who is now serving or who shall hereafter serve as a director or officer of the bank shall be entitleddeemed to be serving in reliance upon the rights to identification provided hereunder, subject and such rights to applicable Legal Requirements, indemnification shall continue as to advancement of expenses incurred any person who has ceased to serve in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent capacity and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, shall inure to the extent required by applicable Legal Requirements, to repay benefit of the heirs and personal representative of such advances if it is ultimately determined that such Person is not entitled to indemnificationperson.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent Magenta and the Surviving Entity shall, jointly and severally, Corporation shall indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a director or officer of any of Magenta or the Acquired Companies Company, respectively (the “Covered D&O Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesfines and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements (collectively, awards and amounts of any type whatsoever “Costs”), incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to or at the Merger Effective Time or (B) investigative, arising out of or pertaining to the fact that the Covered D&O Indemnified Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Magenta or of the Merger Transactions)Company, whether asserted or claimed prior to, at or after the Merger Effective Time, in each case, to the fullest extent permitted under the DGCL. Each Covered D&O Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent Magenta and the Surviving Entity within ten (10) business days of Corporation, jointly and severally, upon receipt by Parent Magenta or the Surviving Entity Corporation from the Covered D&O Indemnified Party of a request therefor; provided, provided that any Person such person to whom expenses are advanced provides an undertakingundertaking to Magenta, to the extent then required by applicable Legal Requirementsthe DGCL, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification. Without otherwise limiting the D&O Indemnified Parties’ rights with regards to counsel, following the Effective Time, the D&O Indemnified Parties shall be entitled to continue to retain Xxxxxxx Procter LLP or such other counsel selected by the D&O Indemnified Parties.

Indemnification of Officers and Directors. (a) From For not less than six (6) years from and after the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occursTime, each of New Parent shall, and shall cause the Surviving Entity shall, jointly and severallyCorporation to, indemnify and hold harmlessharmless all past and present directors, officers and employees of Chardonnay and the Chardonnay Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent not prohibited permitted by applicable Legal Requirements, each Covered Party who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claimsLaw), criminaljudgments, administrativefines, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards liabilities and amounts of any type whatsoever incurred by such Covered Party paid in connection with or arising from any Indemnification Event (A) arising out of or, relating to or settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to occur have occurred at or prior to or at the Merger Effective Time (including acts or (B) arising out of or pertaining to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company omissions occurring in connection with the approval of this Agreement and the consummation of the Merger or any of the other Contemplated Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of Chardonnay or any of the Chardonnay Subsidiaries or of any Person if such service was at the request or for the benefit of Chardonnay or any of the Chardonnay Subsidiaries, to the fullest extent permitted by Law. All rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of, each Indemnified Party provided for in the organizational documents of Chardonnay or any Chardonnay Subsidiary in effect as of the date hereof or in any agreements of Chardonnay or any Chardonnay Subsidiary with any Indemnified Party shall survive the Merger and continue to be honored and in full force and effect until six (6) years after the Effective Time. Each Covered Party will be entitledAdditionally, subject with respect to applicable Legal Requirementsthe first sentence of this Section 5.5(a), all such obligations and rights in respect of any claims asserted or made within such period by any Indemnified Party, or in respect of any matter with respect to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days of receipt by which notice is provided to New Parent or the Surviving Entity Corporation by any Indemnified Party, shall continue until the disposition of such claim and final disposition of any such matter. The certificate of incorporation and bylaws of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses that are at least as favorable as those in the Covered Chardonnay Charter and Chardonnay Bylaws as of the date hereof, and during such six (6) year period following the Effective Time, New Parent shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party in respect of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, actions or omissions occurring at or prior to the extent Effective Time except as required by applicable Legal Requirements, to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationLaw.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Merger Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time through (whether asserted or claimed prior to, at or after the Effective Time) existing in favor of the current or former directors or officers of any Acquired Corporation pursuant to the organizational documents of the Company and any indemnification or other similar agreements of any Acquired Corporation set forth in Section 5.5(a) of the Company Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Acquired Corporations to perform their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the date on which the Merger Effective Time occursTime, each of Parent and the Surviving Entity shall, jointly and severallyshall cause the Acquired Corporations to, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party individual who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason as of the fact that such Person is nowdate of this Agreement, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any Acquired Corporation or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies Corporation as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the Transactions), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Corporation or is or was serving at the Merger Transactions)request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements, to advancement . In the event of expenses incurred in the defense of or other participation in any such claim, action, suitsuit or proceeding, proceeding Parent shall, and shall cause the Acquired Corporations to, (x) pay, in advance of the final disposition of such claim, action, suit or investigation from each proceeding, any expenses incurred in defense thereof by the Indemnified Person upon receipt of Parent and the Surviving Entity within ten (10) business days of receipt an undertaking by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any such Indemnified Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, to repay such advances amount if it is shall ultimately be determined that such Indemnified Person is not entitled to indemnificationbe indemnified pursuant to the preceding sentence and (y) reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From and after the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occursTime, each of Parent and the Surviving Entity Corporation shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a director or officer of the Company or any of the Acquired Companies its Subsidiaries (the “Covered Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesfines and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to or at the Merger Effective Time or (B) investigative, arising out of or pertaining to the fact that the Covered Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries for acts or omissions occurring prior to the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions)Effective Time, whether asserted or claimed prior tobefore, at or after the Merger Effective Time, to the fullest extent permitted by law. Each Covered Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity Corporation within ten (10) business days Business Days of receipt by Parent or the Surviving Entity Corporation from the Covered Indemnified Party of a request therefortherefore advancement of expenses; provided, that that, any Person to whom expenses are advanced such Indemnified Party provides an undertaking, to the extent required by applicable Legal Requirementsthe CGCL, to repay such advances advancement if it is ultimately determined that such Person the Indemnified Party is not entitled to indemnificationbe indemnified. Nothing in this Section 5.5(a) is intended to alter or diminish the rights of any of the Indemnified Parties under any indemnification agreement between such Indemnified Party and the Company that has been entered into prior to the date of this Agreement and the provisions of this Section 5.5(a) shall be in addition to, and not in substitution of, any provisions of any such indemnification agreement.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent Fresh Vine and the Surviving Entity Corporation shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a director or officer of any of Fresh Vine or the Acquired Companies Company, respectively (the “Covered D&O Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesfines and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements (collectively, awards and amounts of any type whatsoever “Costs”), incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to or at the Merger Effective Time or (B) investigative, arising out of or pertaining to the fact that the Covered D&O Indemnified Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Fresh Vine or of the Merger Transactions)Company, whether asserted or claimed prior to, at or after the Merger Effective Time, in each case, to the fullest extent permitted under the applicable Law. Each Covered D&O Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent Fresh Vine and the Surviving Entity within ten (10) business days of Corporation, jointly and severally, upon receipt by Parent Fresh Vine or the Surviving Entity Corporation from the Covered D&O Indemnified Party of a request therefor; provided, provided that any Person such person to whom expenses are advanced provides an undertakingundertaking to Fresh Vine, to the extent then required by applicable Legal RequirementsLaw, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification. Without otherwise limiting the D&O Indemnified Parties’ rights with regards to counsel, following the Effective Time, the D&O Indemnified Parties shall be entitled to continue to retain Xxxx Xxxxxxxxxx & Xxxxxxxxx, LLP, Xxxxxx Xxxxxxx, PLLC, or such other counsel selected by the D&O Indemnified Parties.

Indemnification of Officers and Directors. (a) From In the Merger Effective Time through the sixth anniversary event of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, each Covered Party who was, is any threatened or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed actual claim, action, suit, proceedingdemand, arbitration proceeding or alternative dispute resolution mechanism, investigation, inquirywhether civil, administrative hearing, appeal criminal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative including any such claim, action, suit, demand, proceeding or investigative nature (each, an “Indemnification Event”) by reason of the fact that such investigation in which any Person who is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a manager, director or officer of Trust or any of the Acquired Companies Trust Subsidiaries (each, together with such Person’s heirs, executors and administrators, an “Indemnified Party” and collectively, the “Covered Indemnified Parties”)) is, from or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a manager, director or officer of Trust or any and all direct and indirect fees and costsof Trust Subsidiaries, retainersor is or was serving at the request of Trust or any of Trust Subsidiaries as a manager, court costsdirector, transcript costsofficer, fees employee, fiduciary or agent of expertsanother corporation, witness feespartnership, travel expensesjoint venture, duplicatingtrust or other enterprise, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) the discussion, negotiation, execution or performance of this Agreement or any arrangement, agreement or document contemplated hereby or delivered in connection herewith, or otherwise directly or indirectly relating to this Agreement or any such arrangement, agreement or document, or any of the Transactions contemplated hereby or thereby or otherwise directly or indirectly relating to this Agreement or any such other arrangement, agreement or document, whether in any case asserted or arising at or before or after the Effective Time, Trust agrees to cooperate and use its reasonable best efforts to defend against and respond thereto. It is understood and agreed that Trust shall indemnify and hold harmless, as and to the fullest extent permitted by applicable Law, each Indemnified Party against any and all losses, claims, damages, liabilities, costs, reasonable and documented expenses (including reasonable attorneys’ fees and expenses), judgments, fines, penalties, settlement payments, awards fines and amounts of any type whatsoever incurred by such Covered Party paid in connection with or arising from any Indemnification Event (A) arising out of or, relating to or settlement in connection with any acts such threatened or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions), whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred in the defense of or other participation in any such actual claim, action, suit, proceeding demand, proceeding, inquiry or investigation, and, in the event of any such threatened or actual claim, action, suit, proceeding, inquiry or investigation from (whether asserted or arising at or before or after the Effective Time), (A) Trust shall promptly pay the reasonable and documented out-of-pocket expenses in advance of the final disposition of any such threatened or actual claim, action, suit, demand, proceeding, inquiry or investigation to each Indemnified Party upon receipt of Parent and the Surviving Entity within ten (10) business days an undertaking by or on behalf of receipt by Parent or the Surviving Entity from the Covered such Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the extent if required by applicable Legal Requirements, Law to repay such advances amount if it is shall ultimately be determined that such Person he or she is not entitled to indemnificationbe indemnified therefor, (B) the Indemnified Parties may retain one counsel satisfactory to them (together with one additional counsel for each additional jurisdiction in which representation is reasonably necessary), and Trust shall pay all reasonable and documented fees and expenses of such counsel for the Indemnified Parties within twenty (20) days after statements therefor are received, and (C) Trust will use its reasonable best efforts to assist in the vigorous defense of any such matter; provided, however, that Trust shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and provided further that Trust shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification by such entities of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. Any Indemnified Party wishing to claim indemnification under this Section 8.14, upon learning of any such threatened or actual claim, action, suit, demand, proceeding or investigation, shall promptly notify Trust thereof; provided that the failure to so notify shall not affect the obligations of Trust except to the extent, if any, such failure to promptly notify materially prejudices such party.

Indemnification of Officers and Directors. (a) From The Parties agree that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Merger Effective Time through (whether asserted or claimed prior to, at or after the sixth anniversary Effective Time) now existing in favor of the date on which current or former directors or officers of any Acquired Corporation under the Merger Effective Time occurscertificate of incorporation, each bylaws or other charter or organizational documents of Parent any of the Acquired Corporations, as applicable, and those agreements listed in Section 3.9(a)(xvii) of the Company Disclosure Schedule, shall continue in full force and effect in accordance with their terms, and the Surviving Entity Acquired Corporations shall perform their obligations thereunder, in each case, for a period of six (6) years from the Effective Time. Without limiting the foregoing, for a period of six (6) years from the Effective Time, Parent shall, jointly and severallyshall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party individual who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason as of the fact that such Person is nowdate of this Agreement, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any Acquired Corporation or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies Corporation as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including reasonable and amounts of any type whatsoever documented attorneys’ fees and disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Corporation or is or was serving at the Merger Transactions)request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements, to advancement . In the event of expenses incurred in the defense of or other participation in any such claim, action, suitsuit or proceeding, proceeding or investigation (x) each Indemnified Person shall be entitled to the advancement of expenses incurred in defense thereof from each of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or any of its Subsidiaries; provided that the Surviving Entity from the Covered Party of a request therefor; provided, that any Indemnified Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, undertaking to repay such advances amount if it is shall ultimately be determined that such Indemnified Person is not entitled to indemnificationbe indemnified pursuant to the preceding sentence and (y) the Indemnified Persons and Parent shall, and Parent shall cause its Subsidiaries to, reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Merger Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time through (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of any Acquired Corporation and any indemnification or other similar agreements of any Acquired Corporation set forth on Section 3.9(a)(xvi) of the Company Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Acquired Corporations to perform their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the date on which Effective Time, Parent shall cause the Merger Effective Time occursSurviving Corporation and its Subsidiaries to, each of Parent and the Surviving Entity shall, jointly and severallyCorporation agrees that it will, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party individual who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason as of the fact that such Person is nowdate of this Agreement, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any Acquired Corporation or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies Corporation as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Corporation or is or was serving at the Merger Transactions)request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, suit or proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days Corporation or its Subsidiaries, as applicable, in accordance with the Table of receipt by Parent Contents organizational documents and any indemnification or other similar agreements of the Surviving Entity from Corporation or its Subsidiaries, as applicable, as in effect on the Covered Party date of a request thereforthis Agreement; provided, provided that any Indemnified Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, undertaking to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnificationindemnification and (y) the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the The Surviving Entity Corporation shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by permitted under applicable Legal Requirementslaw or under the Surviving Corporation’s Certificate of Incorporation or By-Laws, indemnify and hold harmless each Covered Party who waspresent and former director or officer of AUSA or any of its Subsidiaries (collectively, is the “Indemnified Parties”) against any costs or becomesexpenses (including reasonable attorneys’ fees), or is threatened to be madejudgments, a party to or witness or other participant infines, or was or is or becomes obligated to furnish or furnishes documents losses, claims, damages, liabilities and amounts paid in response to a subpoena or otherwise settlement in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration proceeding or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrative, arbitrative administrative or investigative nature (eachcollectively, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered PartiesActions”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (Bx) arising out of or pertaining to the fact transactions contemplated by this Agreement, or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, to the same extent as provided in Certificate of Incorporation or By-Laws of AUSA or any applicable contract or agreement as in effect on the date hereof, in each case for a period of three years after the Effective Time; provided, however, that, in the event that the Covered Party is any claim or was an officer claims for indemnification are asserted or director made within such three-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. In the Acquired Companies event of any such Action (whether arising before or after the Effective Time), the Indemnified Parties shall promptly notify the Surviving Corporation in each casewriting, and the Surviving Corporation shall have the right to assume the defense thereof, including the taking employment of counsel reasonably satisfactory to such Indemnified Parties. The Indemnified Parties shall have the right to employ separate counsel in any such Action and to participate in (but not control) the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Parties unless (a) the Surviving Corporation has agreed to pay such fees and expenses, (b) the Surviving Corporation shall have failed to assume the defense of such Action or (c) the named parties to any such Action (including any impleaded parties) include both the Surviving Corporation and the Indemnified Parties and such Indemnified Parties shall have been reasonably advised in writing by counsel that there may be one or more legal defenses available to the Indemnified Parties which are in conflict with those available to the Surviving Corporation. In the event such Indemnified Parties employ separate counsel at the expense of the Surviving Corporation pursuant to clauses (b) or (c) of the previous sentence, (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation; (ii) the Indemnified Parties as a group may retain only one law firm to represent them in each applicable jurisdiction with respect to any single Action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any action two or the failure more Indemnified Parties, in which case each Indemnified Person with respect to take any action as whom such a director conflict exists (or officer group of any Acquired Company such Indemnified Persons why among them have no such conflict) may retain one separate law firm in connection with the Merger Transactions), whether asserted or claimed prior to, at or each applicable jurisdiction; (iii) after the Merger Effective Time. Each Covered Party , the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received; and (iv) the Surviving Corporation will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred cooperate in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each Action. The Surviving Corporation shall not be liable for any settlement of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationAction effected without its written consent.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity Corporation shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirementslaw, each Covered Party person who was, was or is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party (as defined below) or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “"Indemnification Event”") by reason of the fact that such Person person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a director or officer of the Company or any of the Acquired Companies its Subsidiaries (the “"Covered Parties”"), from (ix) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ ' fees) ), and (iiy) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Party is or was an officer or director of the Company or any of the Acquired Companies its Subsidiaries (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company Corporation in connection with the Merger Contemplated Transactions), whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity Corporation within ten (10) business days of receipt by Parent or the Surviving Entity Corporation from the Covered Party of a request therefor; provided, that any Person person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirementsthe DGCL, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification.

Indemnification of Officers and Directors. (a) From Subject to applicable Law, from the Merger Effective Time through the sixth seventh anniversary of the date on which the Merger Effective Time occurs, each of Parent Radiant and the Surviving Entity shall, jointly and severally, Company shall indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a director or officer of any of Radiant and its Subsidiaries or the Acquired Companies Company and its Subsidiaries, respectively (the “Covered D&O Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesfines and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to or at the Merger Effective Time or (B) investigative, arising out of or pertaining to the fact that the Covered D&O Indemnified Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of Radiant or of the Company or any Acquired Company in connection with the Merger Transactionsof their Subsidiaries (each, a “Proceeding”), whether asserted or claimed prior to, at or after the Merger Effective Time, in each case, to the fullest extent permitted under applicable Law. Each Covered Subject to applicable law, each D&O Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation Proceeding from each of Parent Radiant and the Surviving Entity within ten (10) business days of Company, jointly and severally, upon receipt by Parent Radiant or the Surviving Entity Company from the Covered D&O Indemnified Party of a request therefor; provided, provided that any Person such person to whom expenses are advanced provides an undertakingundertaking to Radiant or the Surviving Company, as applicable, to the extent then required by applicable Legal RequirementsLaw, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification. The provisions of the Radiant Charter and Radiant Bylaws with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of Radiant that are presently set forth in the Radiant Charter and Radiant Bylaws shall not be amended, modified or repealed for a period of seven (7) years from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the Effective Time, were officers or directors of Radiant, unless such modification is required by applicable Law. To the extent permitted by applicable Law, the articles Table of Contents of association of the Surviving Company shall contain, and Radiant shall cause the articles of association of the Surviving Company to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers as those presently set forth in the Radiant Charter and Radiant Bylaws and the Company Charter. From and after the Effective Time, (i) the Surviving Company shall fulfill and honor in all respects the obligations of the Company to D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company Charter and pursuant to any indemnification agreements between the Company and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time and (ii) Radiant shall fulfill and honor in all respects the obligations of Radiant to D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Radiant Charter or Radiant Bylaws and pursuant to any indemnification agreements between Radiant and such D&O Indemnified Parties that were in effect prior to the date of this Agreement, with respect to claims arising out of matters occurring at or prior to the Effective Time.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent Caladrius and the Surviving Entity shall, jointly and severally, Corporation shall indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a director or officer of any of Caladrius or the Acquired Companies Company, respectively (the “Covered D&O Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesfines and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements (collectively, awards and amounts of any type whatsoever “Costs”), incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to or at the Merger Effective Time or (B) investigative, arising out of or pertaining to the fact that the Covered D&O Indemnified Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Caladrius or of the Merger Transactions)Company, whether asserted or claimed prior to, at or after the Merger Effective Time, in each case, to the fullest extent permitted under the DGCL for directors or officers of Delaware corporations. Each Covered D&O Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent Caladrius and the Surviving Entity within ten (10) business days of Corporation, jointly and severally, upon receipt by Parent Caladrius or the Surviving Entity Corporation from the Covered D&O Indemnified Party of a request therefor; provided, provided that any Person such person to whom expenses are advanced provides an undertakingundertaking to Caladrius, to the extent then required by applicable Legal Requirementsthe DGCL, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification. (b) The provisions of the certificate of incorporation and bylaws of Caladrius and the Company with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the same that are presently set forth in the certificate of incorporation and bylaws of Caladrius or the Company shall not be amended, modified or repealed for a period of six years from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the Effective Time, were officers or directors of Caladrius or the Company, unless such modification is required by applicable Law. The certificate of incorporation and bylaws of the Surviving Corporation shall contain, and Caladrius shall cause the certificate of incorporation and bylaws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers as those presently set forth in the certificate of incorporation and bylaws of Caladrius and the Company.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Acquired Companies and any director or officer of the Acquired Companies who commences serving in such capacity following the date hereof and prior to the Effective Time in accordance with the terms hereof (the “Indemnified Persons”) as provided in any articles of incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.5(a) of the Company Disclosure Schedule, shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms. Without limiting the foregoing, during the period commencing at the Effective Time through and ending on the sixth (6th) anniversary of the date on which Effective Time, Parent shall cause the Merger Effective Time occursSurviving Corporation to, each of Parent and the Surviving Entity shall, jointly and severallyCorporation agrees that it will, indemnify and hold harmlessharmless each Indemnified Person, to the fullest extent not prohibited by applicable Legal Requirementsagainst all claims, each Covered Party who waslosses, is or becomesliabilities, or is threatened to be madedamages, a party to or witness or other participant injudgments, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any threatened, pending claim or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceedingLegal Proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrativeadministrative or investigative, arbitrative arising in whole or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising part out of or, relating to or in connection with any acts actions or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action such Indemnified Persons capacity as a director or officer of any Acquired the Company occurring at or prior to the Effective Time (including in connection with the Merger Transactionstransactions contemplated by this Agreement). In the event of any such claim or Legal Proceeding, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party each Indemnified Person will be entitled, subject to applicable Legal Requirements, entitled to advancement of expenses incurred in the defense of any such claim or Legal Proceeding from the Surviving Corporation, in accordance with the organizational documents and any indemnification or other participation in any such claim, action, suit, proceeding or investigation from each similar Contract of Parent and the Surviving Entity within ten (10) business days Corporation, in each case as in effect on the date of receipt by Parent or the Surviving Entity from the Covered Party of a request thereforthis Agreement; provided, that any Indemnified Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, undertaking to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnification. Notwithstanding anything to the contrary set forth in this Section 5.5(a) or elsewhere in this Agreement, neither the Surviving Corporation nor any of its Affiliates (including Parent) shall be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Indemnification of Officers and Directors. (a) From Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Merger Effective Time through (whether asserted or claimed prior to, at or after the sixth anniversary Effective Time) now existing in favor of the current or former directors or officers of any Acquired Corporation and any indemnification or other similar agreements of any Acquired Corporation, in each case as in effect on the date on which of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Merger Surviving Corporation and its Subsidiaries to perform their obligations thereunder. Without limiting the foregoing, following the Effective Time occursTime, each of Parent shall cause the Surviving Corporation and its Subsidiaries to, and the Surviving Entity shall, jointly and severallyCorporation agrees that it will, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party individual who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason as of the fact that such Person is nowdate of this Agreement, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any Acquired Corporation or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies Corporation as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Corporation or is or was serving at the Merger Transactions)request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, suit or proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days Corporation or its Subsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of receipt by Parent or the Surviving Entity from Corporation or its Subsidiaries, as applicable, as in effect on the Covered Party date of a request thereforthis Agreement; provided, however, that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Legal Requirementsthe DGCL or the Surviving Corporation’s or its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnificationindemnification and (y) the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent Aspen and the Surviving Entity shall, jointly and severally, Corporation shall indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a director or officer of any of Aspen or the Acquired Companies Company, respectively (the “Covered D&O Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesfines and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements (collectively, awards and amounts of any type whatsoever “Costs”), incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation (each a “Proceeding”), whether formal or alleged to occur prior to informal, civil, criminal, administrative or at the Merger Effective Time or (B) investigative, arising out of or pertaining to the fact that the Covered D&O Indemnified Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as i) a director or officer of any Acquired Company Aspen or of the Company, respectively, or (ii) by reason of such D&O Indemnified Party’s service in connection with any other corporation or organization for which he or she serves or has served as a director, officer, employee, agent trustee or fiduciary at the Merger Transactionsrequest of the Company or Aspen, respectively (including in any capacity with respect to any employee benefit plan), whether asserted or claimed prior to, at or after the Merger Effective Time, in each case, to the fullest extent permitted under the DGCL; provided that all rights to being held harmless, indemnification and advancement of expenses in respect of any Proceeding asserted or made, and for which a D&O Indemnified Party delivers a written notice to Aspen or the Surviving Corporation within such six (6) year period asserting a claim for such protections pursuant to this Section 6.8 shall continue until the final disposition of such Proceeding. Each Covered D&O Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation Proceeding from each of Parent Aspen and the Surviving Entity within ten (10) business days of Corporation, jointly and severally, upon receipt by Parent Aspen or the Surviving Entity Corporation from the Covered D&O Indemnified Party of a request therefor; provided, provided that any Person such person to whom expenses are advanced provides an undertakingundertaking to Aspen, to the extent then required by applicable Legal Requirementsthe DGCL, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnificationindemnification (such undertaking shall be unsecured and made without reference to such D&O Indemnified Party’s ultimate entitlement to indemnification or ability to repay such advances (and no other form of undertaking shall be required)). Without otherwise limiting the D&O Indemnified Parties’ rights with regards to counsel, following the Effective Time, the D&O Indemnified Parties shall be entitled to continue to retain Xxxxxxx Procter LLP or such other counsel selected by the D&O Indemnified Parties.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, each Covered Party Each person who was, was or is or becomesa party to, or is threatened to be made, made a party to to, or witness or other participant is involved in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration suit or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrative, arbitrative legislative or investigative nature any other type whatsoever (eacha “Proceeding”), an “Indemnification Event”) by reason of the fact that such Person person (or a person of whom such person is nowthe legal representative), has been at any time prior to the date hereof is or who becomes prior to the Merger Effective Time, was a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of Corporation or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (for purposes of this Article VI, an “Indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any Acquired Company such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith, provided such Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. Such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Indemnitees’ heirs, executors and administrators. Notwithstanding the foregoing, subject to Section 6.5 of these Bylaws, the Corporation shall indemnify any such Indemnitee seeking indemnity in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Merger Transactions), whether asserted Board or claimed prior to, at or after such indemnification is authorized by an agreement approved by the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationBoard.

Indemnification of Officers and Directors. (a) From It is understood and agreed that, subject to the limitations on indemnification contained in Delaware Law, the Company shall, to the fullest extent permitted under applicable law and regardless of whether the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity shall, jointly and severallybecomes effective, indemnify and hold harmless, and after the Effective Time, the Surviving Corporation shall, to the fullest extent not prohibited by permitted under applicable Legal Requirementslaw, indemnify and hold harmless, each Covered Party who wasdirector, is officer, employee, fiduciary and agent of the Company or becomesany Subsidiary and their respective heirs, estates, subsidiaries and affiliates including, without limitation, officers and directors serving as such on the date hereof (collectively, the "Indemnified Parties") against any costs or is threatened to be madeexpenses (including reasonable attorneys' fees), a party to or witness or other participant injudgments, or was or is or becomes obligated to furnish or furnishes documents fines, losses, claims, damages, liabilities and amounts paid in response to a subpoena or otherwise settlement in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration proceeding or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) investigation arising out of or pertaining to (A) acts or omissions occurring prior to the Effective Time (regardless of when a claim in respect thereof is asserted) that are based, in whole or in part, on the fact that the Covered Party such person is or was an officer a director, officer, employee, fiduciary or director agent of the Company or any Subsidiary or any third party or benefit plan at the request of the Company and (B) any of the Acquired Companies (in each casetransactions contemplated hereby, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions), whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred and in the defense event of or other participation in any such claim, action, suit, proceeding or investigation from each (whether arising before or after the Effective Time), (i) the Company or, after the Effective Time, the Surviving Corporation, as applicable, shall pay the reasonable fees and expenses of Parent counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, as applicable, promptly as statements therefor are received, and (ii) the Company and the Surviving Entity within ten (10) business days Corporation will cooperate in the defense of receipt by Parent or any such matter; PROVIDED, HOWEVER, that neither the Company nor the Surviving Entity from the Covered Party of a request thereforCorporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or delayed); providedand PROVIDED FURTHER, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 5.11 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any Person to whom expenses are advanced provides an undertaking, single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action. For six years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance (which may be part of Parent's insurance policy or may be "tail" coverage with respect to the Company's existing officers' and directors' liability insurance coverage) covering the Indemnified Parties who are currently covered by applicable Legal Requirementsthe Company's officers and directors liability insurance policy on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; PROVIDED, HOWEVER, that if the aggregate annual premiums for such insurance at any time during such period exceed 200% of the per annum rate of premium paid by the Company for such insurance as of the date of this Agreement, then the Surviving Corporation shall provide the maximum coverage that will then be available at an annual premium equal to repay 200% of such advances if it per annum rate as of the date of this Agreement. The rights to indemnification under this Section 5.11 shall not impair or limit the rights to indemnification currently provided by the Certificate of Incorporation and By-Laws of the Company, which shall continue in full force and effect for a period of not less than six years following the Effective Time. This Section 5.11 shall survive the consummation of the Merger. Notwithstanding anything in this Section 5.11 to the contrary, neither the Company nor the Surviving Corporation shall have any obligation under this Section 5.11 to indemnify any Indemnified Party against any cost, expense, judgment, fine, loss, claim, damage, liability or settlement amount, the indemnification for which is ultimately determined that such Person prohibited under Delaware Law. This covenant shall survive any termination of this Agreement pursuant to Section 7.1 hereof. Notwithstanding Section 8.7 hereof, this Section 5.11 is intended to be for the benefit of and to grant third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to indemnificationenforce the covenants contained herein.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Merger Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time through (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of any Acquired Company and any indemnification or other similar agreements of any Acquired Company that, in the case of any current director or officer of the Company, has been made available to Parent, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Acquired Companies to perform their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the date on which Effective Time, Parent shall cause the Merger Effective Time occursSurviving Corporation and its Subsidiaries to, each of Parent and the Surviving Entity shall, jointly and severallyCorporation agrees that it will, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party individual who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason as of the fact that such Person is nowdate of this Agreement, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any Acquired Company or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies Company as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the Transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with or is or was serving at the Merger Transactions)request of any Acquired Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, suit or proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days Corporation or its Subsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of receipt by Parent or the Surviving Entity from Corporation or its Subsidiaries, as applicable, as in effect on the Covered Party date of a request thereforthis Agreement; provided, provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Legal Requirementsthe WBCA or the Surviving Corporation’s or its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnificationindemnification and (y) the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity shall, jointly and severally, The corporation shall indemnify and hold harmless, advance expenses to the fullest extent not prohibited by applicable Legal Requirements, each Covered Party any person who was, was or is a party or becomeswitness, or is threatened to be made, made a party or witness, to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration suit or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrativeadministrative or investigative, arbitrative or investigative nature (eachincluding grand jury proceedings, an “Indemnification Event”) by reason of the fact that such Person person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, was a director or officer of any the corporation or, while a director or officer of the Acquired Companies (corporation is, or was serving at the “Covered Parties”)request of the corporation as a member, from (i) any and all direct and indirect fees and director, trustee, officer, partner, employee or agent of another foreign or domestic corporation, or of a partnership, company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against reasonable costs, retainerscharges, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ attorney’s fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards penalties and amounts of any type whatsoever reasonably paid in settlement to the extent actually incurred by such Covered Party person in connection with such claim, action, suit or arising from any Indemnification Event (A) arising out of orproceeding, relating to or in connection with an appeal thereof, to the full extent of and in a manner consistent with and limited by federal or state banking law and regulation or the Iowa Business Corporation Act, as the same now exists or may hereafter be amended or changed, or any successor or substitute law. No amendment to or repeal of this Article XII shall apply to or have any effect on the rights of any individual referred to in this Article XII for or with respect to acts or omissions of such individual occurring or alleged to occur prior to such amendment or at repeal. Entitlement to indemnification under this Section 12.1 shall be conditional upon the Merger Effective Time corporation being afforded the opportunity to participate directly on behalf of such person in such claim, action, suit or (B) arising out of proceeding or pertaining any settlement discussions relating thereto. The rights to indemnification hereunder shall be construed to be a contract between the fact that the Covered Party corporation and each person who is now serving or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action who shall hereafter serve as a director or officer of any Acquired Company in connection with the Merger Transactions), whether asserted or claimed prior to, at or after the Merger Effective Timecorporation. Each Covered Party will person who is now serving or who shall hereafter serve as a director or officer of the corporation shall be entitleddeemed to be serving in reliance upon the rights to identification provided hereunder, subject and such rights to applicable Legal Requirements, indemnification shall continue as to advancement of expenses incurred any person who has ceased to serve in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent capacity and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, shall inure to the extent required by applicable Legal Requirements, to repay benefit of the heirs and personal representative of such advances if it is ultimately determined that such Person is not entitled to indemnificationperson.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, each Covered Party Each person who was, was or is or becomesmade a party to, or is threatened to be made, made a party to or witness or other participant into, or was or is or becomes obligated to furnish or furnishes documents involved in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration suit or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrative, arbitrative investigative, legislative or investigative nature any other type whatsoever (eacha “Proceeding”), an “Indemnification Event”) by reason of the fact that such Person person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, was a director or officer of any of the Acquired Companies (the “Covered Parties”)Corporation, from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (for purposes of this Article VI, an “Indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith, provided such Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any Acquired Company criminal action or Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. Such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Indemnitees’ heirs, executors and administrators. Notwithstanding the foregoing, except as provided in Section 6.5, the Corporation shall not be obligated under this Article VI to indemnify any Indemnitee seeking indemnification in connection with the Merger Transactions), whether asserted a Proceeding (or claimed prior to, at part thereof) initiated by such Indemnitee unless such Proceeding (or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement of expenses incurred part thereof) was authorized in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and first instance by the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationBoard.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through Closing Date until the sixth (6th) anniversary of the date on which the Merger Effective Time occursthereof, each of Parent and the Surviving Entity NHI shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by permitted under applicable Legal Requirementsrequirements under the Laws of the State of Maryland in effect from time to time, and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to each Covered Party who was, Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of NHI and its subsidiaries and as provided in employment or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents indemnification agreements with such Indemnified Person as in response to a subpoena or otherwise effect on the date of this Agreement in connection with any threatened, pending or completed claimthreatened Proceeding based on or arising out of, actionin whole or in part, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Indemnified Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, was a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or person serving at the Merger Effective Time request of NHI and its subsidiaries, or (B) arising out of or pertaining to the fact that the Covered Party is or was serving at the request of NHI as an officer or director of any of the Acquired Companies (in each caseanother corporation, including the taking joint venture or other enterprise or general partner of any action partnership or the failure to take any action as a director or officer trustee of any Acquired Company in connection with trust, at or prior to the Merger Transactions)Closing and pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Merger Effective TimeClosing, including any such matter arising under any claim with respect to the transactions contemplated hereby. Each Covered Party will Without limiting the foregoing, from the Closing Date until the sixth (6th) anniversary thereof, NHI shall also, to the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be entitledindemnified pursuant to this Section 4.09(a) within fifteen (15) days after receipt by NHI of a written request for such advance, subject to applicable Legal Requirements, to advancement the execution by such Indemnified Persons of expenses incurred appropriate undertakings in the defense favor of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, NHI to repay such advances advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to indemnificationbe indemnified under this Section 4.09(a).

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Merger Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time through (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of any Acquired Corporation, including in the Company’s certificate of incorporation and bylaws, and any indemnification or other similar agreements of any Acquired Corporation, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Acquired Corporations to perform their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the date on which Effective Time, Parent shall cause the Merger Effective Time occursSurviving Corporation and its Subsidiaries to, each of Parent and the Surviving Entity shall, jointly and severallyCorporation agrees that it will, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party individual who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason as of the fact that such Person is nowdate of this Agreement, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any Acquired Corporation or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies Corporation as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Corporation or is or was serving at the Merger Transactions)request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements. If any such claim, action, suit or proceeding arises, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, suit or proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days Corporation or its Subsidiaries, as applicable, to the extent provided for in, and in accordance with, the organizational documents and any indemnification or other similar agreements of receipt by Parent or the Surviving Entity from Corporation or its Subsidiaries, as applicable, as in effect on the Covered Party date of a request thereforthis Agreement; provided, provided that any Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Legal Requirementsthe DGCL or the Surviving Corporation’s or its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such advances if it is ultimately determined that such Indemnified Person is not entitled to indemnificationindemnification and (y) the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From Subject to applicable Law, from the Merger Effective Time through the sixth seventh anniversary of the date on which the Merger Effective Time occurs, each of Parent Innovate and the Surviving Entity shall, jointly and severally, Company shall indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof 82 hereof, or who becomes prior to the Merger Effective Time, a director or officer of any of Innovate and its Subsidiaries or the Acquired Companies Company and its Subsidiaries, respectively (the “Covered D&O Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesfines and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to or at the Merger Effective Time or (B) investigative, arising out of or pertaining to the fact that the Covered D&O Indemnified Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of Innovate or of the Company or any Acquired Company in connection with the Merger Transactionsof their Subsidiaries (each, a “Proceeding”), whether asserted or claimed prior to, at or after the Merger Effective Time, in each case, to the fullest extent permitted under applicable Law. Each Covered Subject to applicable law, each D&O Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation Proceeding from each of Parent Innovate and the Surviving Entity within ten (10) business days of Company, jointly and severally, upon receipt by Parent Innovate or the Surviving Entity Company from the Covered D&O Indemnified Party of a request therefor; provided, provided that any Person such person to whom expenses are advanced provides an undertakingundertaking to Innovate or the Surviving Company, as applicable, to the extent then required by applicable Legal RequirementsLaw, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification. The provisions of the Innovate Charter and Innovate Bylaws with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of Innovate that are presently set forth in the Innovate Charter and Innovate Bylaws shall not be amended, modified or repealed for a period of seven (7) years from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the Effective Time, were officers or directors of Innovate, unless such modification is required by applicable Law. To the extent permitted by applicable Law, the articles of association of the Surviving Company shall contain, and Innovate shall cause the articles of association of the Surviving Company to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers as those presently set forth in the Innovate Charter and Innovate Bylaws and the Company Charter. From and after the Effective Time, (i) the Surviving Company shall fulfill and honor in all respects the obligations of the Company to D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company Charter and pursuant to any indemnification agreements between the Company and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time and (ii) Innovate shall fulfill and honor in all respects the obligations of Innovate to D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Innovate Charter or Innovate Bylaws and pursuant to any indemnification agreements between Innovate and such D&O Indemnified Parties that were in effect prior to the date of this Agreement, with respect to claims arising out of matters occurring at or prior to the Effective Time.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent and the Surviving Entity shall, jointly and severally, The corporation shall indemnify and hold harmless, advance expenses to the fullest extent not prohibited by applicable Legal Requirements, each Covered Party any person who was, was or is a party or becomeswitness, or is threatened to be made, made a party or witness, to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration suit or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrativeadministrative or investigative, arbitrative or investigative nature (eachincluding grand jury proceedings, an “Indemnification Event”) by reason of the fact that such Person person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, was a director or officer of any the bank or, while a director or officer of the Acquired Companies (bank is, or was serving at the “Covered Parties”)request of the bank as a member, from (i) any and all direct and indirect fees and director, trustee, officer, partner, employee or agent of another foreign or domestic corporation, or of a partnership, company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against reasonable costs, retainerscharges, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ attorney’s fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards penalties and amounts of any type whatsoever reasonably paid in settlement to the extent actually incurred by such Covered Party person in connection with such claim, action, suit or arising from any Indemnification Event (A) arising out of orproceeding, relating to or in connection with an appeal thereof, to the full extent of and in a manner consistent with and limited by federal or state banking law and regulation or the Iowa Banking Act, as the same now exists or may hereafter be amended or changed, or any successor or substitute law. No amendment to or repeal of this Article V shall apply to or have any effect on the rights of any individual referred to in this Article V for or with respect to acts or omissions of such individual occurring or alleged to occur prior to such amendment or at repeal. Entitlement to indemnification under this Section 5.1 shall be conditional upon the Merger Effective Time bank being afforded the opportunity to participate directly on behalf of such person in such claim, action, suit or (B) arising out of proceeding or pertaining any settlement discussions relating thereto. The rights to indemnification hereunder shall be construed to be a contract between the fact that the Covered Party bank and each person who is now serving or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action who shall hereafter serve as a director or officer of any Acquired Company in connection with the Merger Transactions), whether asserted or claimed prior to, at or after the Merger Effective Timebank. Each Covered Party will person who is now serving or who shall hereafter serve as a director or officer of the bank shall be entitleddeemed to be serving in reliance upon the rights to identification provided hereunder, subject and such rights to applicable Legal Requirements, indemnification shall continue as to advancement of expenses incurred any person who has ceased to serve in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent capacity and the Surviving Entity within ten (10) business days of receipt by Parent or the Surviving Entity from the Covered Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, shall inure to the extent required by applicable Legal Requirements, to repay benefit of the heirs and personal representative of such advances if it is ultimately determined that such Person is not entitled to indemnificationperson.

Indemnification of Officers and Directors. (a) From the First Merger Effective Time through the sixth anniversary of the date on which the First Merger Effective Time occurs, each of Parent Arrow and the Surviving Entity shall, jointly and severally, Corporation shall indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Second Merger Effective Time, (i) a director or officer of any of Arrow, OTI, the Acquired Companies Company or its Subsidiaries, respectively or (ii) a covered person under an existing Arrow agreement which provides for similar indemnification obligations (collectively, the “Covered D&O Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesfines and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to or at the Merger Effective Time or (B) investigative, arising out of or pertaining to the fact that the Covered D&O Indemnified Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Arrow, OTI, the Company in connection with or its Subsidiaries, or was otherwise providing services to Arrow, OTI, the Merger Transactions)Company or its Subsidiaries, whether asserted or claimed prior to, at or after the First Merger Effective Time, to the fullest extent permitted under the DGCL for directors or officers of Delaware corporations. Each Covered D&O Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent Arrow and the Surviving Entity within ten (10) business days of Corporation, jointly and severally, upon receipt by Parent Arrow or the Surviving Entity Corporation from the Covered D&O Indemnified Party of a request therefor; provided, provided that any Person person to whom expenses are advanced provides an undertaking, to the extent then required by applicable Legal Requirements, the DGCL to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent Yumanity and the Surviving Entity Corporation shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a director or officer of any of Yumanity or the Acquired Companies Company (the “Covered D&O Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesfines and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements (collectively, awards and amounts of any type whatsoever “Costs”), incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to or at the Merger Effective Time or (B) investigative, arising out of or pertaining to the fact that the Covered D&O Indemnified Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Yumanity or the Merger Transactions)Company, whether asserted or claimed prior to, at or after the Merger Effective Time, to the fullest extent permitted under the DGCL and the WBCA for directors or officers of Delaware and Washington corporations respectively. Each Covered D&O Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of reasonable and documented expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent Yumanity and the Surviving Entity within ten (10) business days Corporation, jointly and severally, to the same extent as such D&O Indemnified Party is entitled to advancement of expenses as of the date of this Agreement by Yumanity or the Company pursuant to the certificate of incorporation and bylaws of Yumanity and articles of incorporation and bylaws of the Company in effect on the date of this Agreement or any applicable indemnification agreement, upon receipt by Parent Yumanity or the Surviving Entity Corporation from the Covered D&O Indemnified Party of a request therefor; provided, that any Person person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, a written undertaking to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification.

Indemnification of Officers and Directors. (a) From and after the Merger Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time through (whether asserted or claimed prior to, at or after the sixth anniversary Effective Time) now existing in favor of the current or former directors, officers or employees of any Acquired Corporation and any indemnification or other similar agreements of any Acquired Corporation, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Person (as defined below), and Parent shall cause the Acquired Corporations to perform their obligations thereunder. Without limiting the foregoing, from and after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to indemnify and hold harmless each individual who is as of the date on which the Merger Effective Time occursof this Agreement, each of Parent and the Surviving Entity shall, jointly and severally, indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, each Covered Party who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any Acquired Corporation or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies Corporation as a director or officer of another Person (the “Covered PartiesIndemnified Persons”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit or omissions proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or alleged to occur prior to or at the Merger Effective Time or (B) Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Corporation or is or was serving at the Merger Transactions)request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Legal Requirements. In the event of any such claim, action, suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, suit or proceeding or investigation from each of Parent and the Surviving Entity within ten (10) business days Corporation or its Subsidiaries, as applicable, in accordance with the organizational documents and any indemnification or other similar agreements of receipt by Parent or the Surviving Entity from Corporation or its Subsidiaries, as applicable, as in effect on the Covered Party date of a request thereforthis Agreement; provided, provided that any Indemnified Person to whom expenses are advanced provides an undertaking, to the extent if required by applicable Legal Requirementsthe DGCL or the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnificationindemnification and (y) the Surviving Corporation and its Subsidiaries, as applicable, shall reasonably cooperate in the defense of any such matter.

Indemnification of Officers and Directors. (a) From and after the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occursTime, each of Parent and Xxxxxx agrees that it shall cause the Surviving Entity shall, jointly and severally, Corporation to indemnify and hold harmlessharmless each present and former (in each case, to as of the fullest extent not prohibited by applicable Legal RequirementsEffective Time) director, each Covered Party who wasofficer and manager (or similar individual) of the Acquired Companies (each, is an “Indemnitee”) against any costs or becomesexpenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise liabilities incurred in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration proceeding or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrativeadministrative or investigative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to matters existing or occurring at or prior to the fact that the Covered Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with the Merger Transactions)Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time. Each Covered Party will be entitled, subject to applicable Legal Requirements, to advancement the fullest extent that the Acquired Companies, as the case may be, would have been permitted under or required by Applicable Law and their respective certificates of expenses incurred in incorporation, bylaws, indemnification agreements made available to Parent prior to the defense of date hereof or other participation organizational documents in effect on the date of this Agreement to indemnify such person. In the event of any such claim, action, suit, proceeding or investigation from each of Parent and investigation, (i) the Surviving Entity within ten Corporation shall have the right to control the defense thereof after the Effective Time (10) business days of receipt it being understood that, by Parent or electing to control the defense thereof, the Surviving Entity from Corporation will be deemed to have waived any right to object to the Covered Party Indemnitee’s entitlement to indemnification hereunder with respect thereto), and (ii) no Indemnitee shall be liable for any settlement effected without his or her prior express written consent. Parent also agrees to cause the Surviving Corporation to promptly advance reasonable and documented out-of-pocket expenses as incurred by each Indemnitee to the fullest extent permitted under or required by Applicable Law and their respective certificates of a request thereforincorporation, bylaws, indemnification agreements made available to Parent prior to the date hereof or other organizational documents in effect on the date of this Agreement; provided, provided that any the Person to whom expenses are advanced provides an undertaking, to the extent required by applicable Legal Requirements, shall provide a customary undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. Without limiting the foregoing, Parent shall cause the Acquired Companies (i) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Indemnitees that are no less favorable to those Persons than the provisions of the certificates of incorporation, bylaws, indemnification agreements, and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Law.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Intec Parent and the Surviving Entity Corporation shall, jointly and severally, indemnify and hold harmlessharmless each person who is as of the date hereof, or who becomes prior to the fullest extent not prohibited by applicable Legal Requirements, each Covered Party who was, is or becomes, or is threatened to be madeEffective Time in accordance herewith, a party to director or witness officer of Intec, Intec Parent or other participant inDecoy, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise as the case may be (collectively, the “D&O Indemnified Parties”), and Intec Parent and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless each D&O Indemnified Party against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, actually incurred in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration proceeding or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrativeadministrative or investigative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, has been at any time prior to the date hereof or who becomes prior to the Merger Effective Time, a director or officer of any of the Acquired Companies (the “Covered Parties”), from (i) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Merger Effective Time or (B) arising out of or pertaining to the fact that the Covered D&O Indemnified Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Intec, Intec Parent or Decoy prior to the Merger Transactions)Effective Time, whether which is asserted or claimed prior to, at at, or after the Merger Effective Time, in each case, to the fullest extent permitted under applicable Legal Requirements (a “Covered D&O Matter”). Each Covered D&O Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of reasonable expenses actually incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation Covered D&O Matter from each of Intec Parent and the Surviving Entity within ten (10) business days of Corporation, jointly and severally, upon receipt by Intec Parent or the Surviving Entity Corporation, as the case may be, from the Covered D&O Indemnified Party of a request therefor, such request shall reasonably evidence the expenses incurred by D&O Indemnified Party; provided, provided that any Person such person to whom expenses are advanced provides an undertakingundertaking to, to Intec Parent and the extent required by applicable Legal Requirements, Surviving Corporation to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification.

Indemnification of Officers and Directors. (a) From the Merger Effective Time through the sixth anniversary of the date on which the Merger Effective Time occurs, each of Parent Vibrant and the Surviving Entity shall, jointly and severally, Corporation shall indemnify and hold harmless, to the fullest extent not prohibited by applicable Legal Requirements, harmless each Covered Party person who was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such Person is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Merger Effective Time, a director or officer of any of Vibrant or the Acquired Companies Company, respectively (the “Covered D&O Indemnified Parties”), from (i) any and against all direct and indirect fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees) and (ii) any and all losses, claimsliabilities, damages, liabilities, judgments, finesfines and reasonable fees, penaltiescosts and expenses, settlement paymentsincluding attorneys’ fees and disbursements (collectively, awards and amounts of any type whatsoever “Costs”), incurred by such Covered Party in connection with or arising from any Indemnification Event (A) arising out of or, relating to or in connection with any acts claim, action, suit, proceeding or omissions occurring investigation, whether civil, criminal, administrative or alleged to occur prior to or at the Merger Effective Time or (B) investigative, arising out of or pertaining to the fact that the Covered D&O Indemnified Party is or was an officer or director of any of the Acquired Companies (in each case, including the taking of any action or the failure to take any action as a director or officer of any Acquired Company in connection with Vibrant or of the Merger Transactions)Company, whether asserted or claimed prior to, at or after the Merger Effective Time, in each case, to the fullest extent permitted under the DGCL. Each Covered D&O Indemnified Party will be entitled, subject to applicable Legal Requirements, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of Parent Vibrant and the Surviving Entity within ten (10) business days of Corporation, jointly and severally, upon receipt by Parent Vibrant or the Surviving Entity Corporation from the Covered D&O Indemnified Party of a request therefor; provided, provided that any Person such person to whom expenses are advanced provides an undertakingundertaking to Vibrant, to the extent then required by applicable Legal Requirementsthe DGCL, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification. Without otherwise limiting the D&O Indemnified Parties’ rights with regards to counsel, following the Effective Time, the D&O Indemnified Parties shall be entitled to continue to retain Gxxxxxx Procter LLP, Horn & Co. or such other counsel selected by the D&O Indemnified Parties.