Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, Parent shall, or shall cause the Surviving Company to, maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.3(a), neither Parent nor the Surviving Company shall be obligated to pay annual premiums in excess of 250% of the amount per policy period the Company paid in its last full fiscal year prior to the date hereof (the “Current Premium”) and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then the Surviving Company shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance that, in the Surviving Company’s and Parent’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” or “runoff” policies prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 250% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Indemnification of Officers and Directors. (a) For six All rights to indemnification by any Acquired Corporation existing in favor of those Persons who are or were directors and/or officers of any Acquired Corporation as of or prior to the date of this Agreement (6the “Indemnified Persons”) years after for their acts and omissions as directors and/or officers of any Acquired Corporation occurring prior to the Effective TimeTime pursuant to any indemnification agreements in effect immediately prior to the Closing and the Articles of Association of the Acquired Corporations (the “Indemnification Documents”) shall survive the Merger and be observed by the Surviving Company to the fullest extent available under the Indemnification Documents and applicable law for a period of seven years from the date on which the Merger becomes effective, Parent shalland Parent, or Alkaloida, TDC and SPH shall cause the Surviving Company toto so observe such rights (including, maintain officers’ to the extent necessary, by providing funds to ensure such observance). Without limiting the foregoing, Parent, from and directors’ liability insurance in respect of acts or omissions occurring on or prior to after the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.3(a), neither Parent nor the Surviving Company shall be obligated to pay annual premiums in excess of 250% of the amount per policy period the Company paid in its last full fiscal year prior to the date hereof (the “Current Premium”) and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then the Surviving Company shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance that, in the Surviving Company’s and Parent’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” or “runoff” policies prior to until seven years from the Effective Time, which policies provide such directors shall cause, unless otherwise required by law, the Articles of Association and officers with coverage for an aggregate period comparable organizational documents of six (6) years the Surviving Company and each of the Company Subsidiaries to contain provisions no less favorable to the Indemnified Persons with respect to claims arising from acts or omissions that occurred on or before the Effective Timeexculpation and limitation of liabilities of directors and officers, including in respect insurance and indemnification than are set forth as of the transactions contemplated by date of this Agreement; provided, however, that Agreement in the amount paid for such prepaid policies does not exceed 250% Company Articles of Association and comparable organizational documents of the Current Premium. If such prepaid policies have been obtained prior relevant Company Subsidiaries, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnified Persons with respect to the Effective Time, the Surviving Company shall (exculpation and Parent shall cause the Surviving Company to) maintain such policies in full force limitation of liabilities or insurance and effect for their full term, and continue to honor the obligations thereunderindemnification.

Indemnification of Officers and Directors. For a period of six years from and after the Closing Date, Parent agrees to indemnify (aincluding advancement of expenses) For six and hold harmless all past and present officers and directors of the Company (6the "Indemnified Persons") years after to the same extent that the officers and directors are indemnified by the Company as of the date of this Agreement pursuant to the Company's Articles of Incorporation and Bylaws, employment agreements or indemnification agreements identified on the Company Disclosure Schedule or under applicable Law for acts or omissions which occurred at or prior to the Effective Time. The Company hereby represents to Parent that no claim for indemnification has been made by any director or officer of the Company and, to the knowledge of the Company, no facts exist that would serve as a valid legal basis for any such claim for indemnification. From the Effective Time until the sixth anniversary of the Effective Time, Parent shallshall maintain in effect, or shall cause for the Surviving Company to, maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.3(a), neither Parent nor the Surviving Company shall be obligated to pay annual premiums in excess of 250% benefit of the amount per policy period the Company paid in its last full fiscal year prior to the date hereof (the “Current Premium”) and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then the Surviving Company shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance that, in the Surviving Company’s and Parent’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” or “runoff” policies prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years Indemnified Persons with respect to claims arising from acts facts or omissions events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 250% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company shall existing policy of directors' and officers' liability insurance maintained by Parent for the benefit of its current officers and directors as of the date of this Agreement (the "Existing Policy") or a new policy providing comparable coverage containing terms and conditions, taken as a whole, that are no less advantageous to the Indemnified Persons than the terms of conditions in the Existing Policy would be to the Indemnified Persons if such policy covered such persons; provided, however, that Parent shall cause not be required to pay annual premiums for the Existing Policy (or for any combination of the Existing Policy and any substitute or additional policies) in excess of 150% of the annual premium payable under the Existing Policy as of the date hereof. In the event any future annual premiums for the Existing Policy (or any substitute policies) exceed 150% of such current annual premium, Parent shall be entitled to reduce the amount of coverage of the Existing Policy (or any substitute policies) to the amount of coverage that can be obtained for a premium equal to 150% of such current annual premium. This Section 6.12 is intended to be for the benefit of, and shall be enforceable by, the officers and directors and their heirs and personal representatives and shall be binding on the Surviving Corporation and its successors and assigns. In the event the Company toor the Surviving Corporation or any of their respective successors or assigns (i) maintain consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such policies in full force consolidation or merger or (ii) transfers all or substantially all of its properties and effect for their full termassets to any person, then, and continue in each case, Parent shall use best efforts to ensure that the successors and assigns of the Company or the Surviving Corporation, as the case may be, are subject to and honor the indemnification obligations thereunderset forth in this Section 6.12.

Indemnification of Officers and Directors. (a) For a period of six (6) years for and after the Effective TimeClosing Date, Parent shall, or shall Seller agrees to provide and cause the Surviving Company to, maintain Holdings to provide officers’ and directors’ liability insurance in with respect of to acts or omissions occurring on at or prior to the Effective Time Closing Date covering each such person past and present officer and director of Holdings, Seller or the Companies who are currently covered by the Company’s Holdings’ officers’ and directors’ liability insurance policy on (a true and complete copy of which has been delivered to SIBL and Buyer). The terms with respect to and coverage amounts of the liability insurance policy shall be at least as favorable as the terms and amount no less favorable than those coverage amounts of such the liability insurance policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.3(a), neither Parent nor the Surviving Company no event shall Holdings be obligated required to pay annual premiums in excess of 250expend more than 175% of the current amount per policy period the Company paid in its last full fiscal year prior to the date hereof expended by Holdings (the “Current PremiumInsurance Amount”) and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then the Surviving Company shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance that, in the Surviving Company’s and Parent’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” maintain or “runoff” policies prior to the Effective Time, which policies provide procure such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreementinsurance coverage; provided, howeverfurther, that if Holdings is unable to obtain the amount insurance called for by this Section 7.7, Holdings shall use its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount; and provided, further, that officers and directors of Holdings, Seller and the Companies may be required to make application and provide customary representations and warranties to Holders’ insurance carrier for the purpose of obtaining such insurance. It being understood and acknowledged by the parties that the costs of said officers’ and directors’ liability insurance shall be paid for such prepaid policies does not exceed 250% of the Current Premium. If such prepaid policies have been obtained and absorbed by Holdings prior to the Effective Time, merger of Seller and Holdings pursuant to the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderMerger Agreement.

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, Parent shall, or shall cause the Surviving Company Corporation to, maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such person Person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.3(a6.4(a), neither Parent nor the Surviving Company Corporation shall be obligated to pay annual premiums in excess of 250300% of the amount per policy period annum the Company paid in its last full fiscal year prior to the date hereof of this Agreement as set forth on Part 6.4(a) of the Company Disclosure Schedule (the “Current Premium”) and if such premiums for such insurance would at any time exceed 250300% of the Current Premium, then the Surviving Company Corporation shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance that, in the Surviving Company’s and ParentCorporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250not in excess of 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers Persons currently covered by such policies with coverage for an aggregate period of six (6) years with respect to claims arising from acts facts or omissions events that occurred on or before the Effective Time, including including, in respect of the transactions contemplated by this AgreementContemplated Transactions; provided, however, that the amount paid for such prepaid policies does not exceed 250300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.Current

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, Parent shall, or shall cause the Surviving Company Corporation to, maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such person Person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.3(a6.4(a), neither Parent nor the Surviving Company Corporation shall be obligated to pay annual premiums in excess of 250300% of the amount per policy period annum the Company paid in its last full fiscal year prior to the date hereof of this Agreement as set forth on Part 6.4(a) of the Company Disclosure Schedule (the “Current Premium”) and if such premiums for such insurance would at any time exceed 250300% of the Current Premium, then the Surviving Company Corporation shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance that, in the Surviving Company’s and ParentCorporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250not in excess of 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers Persons currently covered by such policies with coverage for an aggregate period of six (6) years with respect to claims arising from acts facts or omissions events that occurred on or before the Effective Time, including including, in respect of the transactions contemplated by this AgreementContemplated Transactions; provided, however, that the amount paid for such prepaid policies does not exceed 250300% of the Current Premium. At Parent’s request, the Company shall obtain such prepaid policies prior to the Effective Time, with such policies to be effective as of the Effective Time. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company Corporation shall (and Parent shall cause the Surviving Company Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Indemnification of Officers and Directors. 51 ACTIVE/82285023.8 (a) For six (6) years after the Effective Time, Parent Surviving Corporation shall, or and Parent shall cause the Surviving Company Corporation to, maintain officers’ and directors’ liability, employment practices liability and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability, employment practices liability and fiduciary liability insurance policy policies as of the date hereof on terms with respect to coverage and amount no less favorable than those of such policy policies in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.3(a6.4(a), neither Parent nor the Surviving Company Corporation shall be obligated to pay annual premiums in excess of 250% of the amount per policy period aggregate annual premium paid by the Company paid in its last full fiscal year prior to the date hereof of this Agreement that is set forth on Part 6.4(a) of the Company Disclosure Letter (the “Current Premium”) and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then the Surviving Company Corporation shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance that, in the Surviving Company’s and ParentCorporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred on or before the Effective Time, including including, in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 250% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company Corporation shall (and Parent shall cause the Surviving Company Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.. (b) From and after the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation, to the fullest extent that would have been permitted under the Laws applicable to the Company prior to the Effective Time: (i) indemnify and hold harmless each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or of a Subsidiary of the Company (each, in his capacity as such, an “Indemnified Party”) for any and all reasonable costs, expenses (including reasonable fees and expenses of legal counsel, which shall be advanced as they are incurred, provided that the Indemnified Party shall have made an undertaking to repay such expenses if it is ultimately determined that such Indemnified Party was not entitled to indemnification under this Section 6.4(b)), judgments, fines, penalties or liabilities (including amounts paid in settlement or compromise) imposed upon or reasonably incurred by such Indemnified Party in connection with or arising out of any action, suit or other proceeding (whether civil or criminal, and including any proceeding before any administrative or legislative body or agency) in which such Indemnified Party may be involved or with which he or she may be threatened (regardless of whether as a named party or as a participant other than as a named party, including, without limitation, as a witness) (a “Proceeding”) by reason of such Indemnified Party’s being or having been such director or officer or an employee or agent of the Company or otherwise in connection with any action taken or not taken at the request of the Company (whether or not the Indemnified Party continues in such position at the time such Proceeding is brought or threatened), in each case at, or at any time prior to, the Effective Time (including any Proceeding relating in whole or in part to the transactions contemplated by this Agreement or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnified Party); and (ii)

Indemnification of Officers and Directors. (a) For six (6) years after the Effective Time, Parent Surviving Corporation shall, or and Parent shall cause the Surviving Company Corporation to, maintain officers’ and directors’ liability, employment practices liability and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability, employment practices liability and fiduciary liability insurance policy policies as of the date hereof on terms with respect to coverage and amount no less favorable than those of such policy policies in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.3(a6.4(a), neither Parent nor the Surviving Company Corporation shall be obligated to pay annual premiums in excess of 250% of the amount per policy period aggregate annual premium paid by the Company paid in its last full fiscal year prior to the date hereof of this Agreement that is set forth on Part 6.4(a) of the Company Disclosure Letter (the “Current Premium”) and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then the Surviving Company Corporation shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance that, in the Surviving Company’s and ParentCorporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred on or before the Effective Time, including including, in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 250% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company Corporation shall (and Parent shall cause the Surviving Company Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

Indemnification of Officers and Directors. (a) For six (6) years after the Effective TimeOrthofix agrees that all rights to indemnification and exculpation from liabilities, Parent shallincluding advancement of expenses, or shall cause the Surviving Company to, maintain officers’ and directors’ liability insurance in respect of for acts or omissions occurring on at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy now existing in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.3(a), neither Parent nor the Surviving Company shall be obligated to pay annual premiums in excess of 250% favor of the amount per policy period the Company paid in its last full fiscal year prior to the date hereof current or former directors or officers of SeaSpine (the “Current PremiumIndemnified Parties”) as provided in SeaSpine’s Amended and if Restated Certificate of Incorporation (as amended), SeaSpine’s Amended and Restated Bylaws (as amended), or any indemnification Contract between such premiums for such insurance would at any time exceed 250% of the Current Premiumdirectors or officers and SeaSpine (in each case, then the Surviving Company shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance thatas in effect on, and, in the Surviving Company’s and Parent’s good faith judgmentcase of any indemnification Contracts, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” or “runoff” policies prior to the Effective Timeextent made available to Orthofix prior to, which policies provide such directors the date of this Agreement) shall survive the Merger and officers with coverage for an aggregate shall continue in full force and effect. For a period of six (6) years with respect to claims arising from acts or omissions that occurred on or before the Effective Time, including the Surviving Corporation shall, and Orthofix shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of SeaSpine’s Amended and Restated Certificate of Incorporation (as amended), and SeaSpine’s Amended and Restated Bylaws (as amended), as in effect immediately prior to the Effective Time with respect to acts or omissions occurring 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 the transactions contemplated by this Agreementany Indemnified Party; provided, however, that all rights to indemnification with respect to any claim made for indemnification within such period shall continue until the amount paid for disposition of such prepaid policies does not exceed 250% Action or resolution of the Current Premiumsuch claim. If such prepaid policies have been obtained prior to From and after the Effective Time, the Surviving Company Orthofix shall (guarantee and Parent stand surety for, and shall cause the Surviving Company to) maintain such policies Corporation to honor, in full force and effect for accordance with their full termrespective terms, and continue to honor each of the obligations thereundercovenants contained in this Section 6.08.

Indemnification of Officers and Directors. All rights to indemnification existing in favor of those Persons who are directors and officers of the Company as of the date of this Agreement (athe "Indemnified Persons") For six (6) years after the Effective Time, Parent shall, or shall cause the Surviving Company to, maintain officers’ for acts and directors’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.3(a), neither Parent nor the Surviving Company shall be obligated to pay annual premiums in excess of 250% of the amount per policy period the Company paid in its last full fiscal year prior to the date hereof (the “Current Premium”) and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then the Surviving Company shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance that, in the Surviving Company’s and Parent’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” or “runoff” policies prior to the Effective Time, which policies provide such directors as provided in the Company's bylaws (as in effect as of the date of this Agreement) and officers with coverage for an aggregate period as provided in the indemnification agreements between the Company and said Indemnified Persons (as in effect as of six (6the date of this Agreement) years with respect in the forms disclosed by the Company to claims arising from acts or omissions that occurred on or before Parent prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Nevada law. Parent agrees to guarantee and stand behind the Company's commitments under said indemnification agreements. From the Effective Time until the sixth anniversary of the Effective Time, including the Surviving Corporation shall maintain in respect effect, for the benefit of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 250% of the Current Premium. If such prepaid policies have been obtained Indemnified Persons with respect to acts or omissions occurring prior to the Effective Time, the Surviving existing policy of directors' and officers' liability insurance maintained by the Company shall as of the date of this Agreement in the form disclosed by the Company to Parent prior to the date of this Agreement (and Parent shall cause the "Existing Policy"); provided, however, that (i) the Surviving Company to) maintain such Corporation may substitute for the Existing Policy a policy or policies in full force and effect for their full termof comparable coverage, and continue (ii) the Surviving Corporation shall not be required to honor pay annual premiums for the obligations thereunderExisting Policy (or for any substitute policies) in excess of $475,000 in the aggregate. In the event any future annual premiums for the Existing Policy (or any substitute policies) exceed $475,000 in the aggregate, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing Policy (or any substitute policies) to the amount of coverage that can be obtained for a premium equal to $475,000.

Indemnification of Officers and Directors. (a) For six All rights to indemnification by any Acquired Corporation existing in favor of those Persons who are or were directors and/or officers of any Acquired Corporation as of or prior to the date of this Agreement (6the “Indemnified Persons”) years after for their acts and omissions as directors and/or officers of any Acquired Corporation occurring prior to the Effective TimeTime pursuant to those indemnification agreements listed at Part 4.6 of the Company Disclosure Schedule and the Articles of Association of the Acquired Corporations (the “Indemnification Documents”) shall survive the Merger and be observed by the Surviving Company to the fullest extent available under the Indemnification Documents and applicable law for a period of seven years from the date on which the Merger becomes effective, and Parent shall, or and Alkaloida shall cause the Surviving Company toto so observe such rights (including, maintain officers’ to the extent necessary, by providing funds to ensure such observance). Without limiting the foregoing, Parent, from and directors’ liability insurance in respect of acts or omissions occurring on or prior to after the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.3(a), neither Parent nor the Surviving Company shall be obligated to pay annual premiums in excess of 250% of the amount per policy period the Company paid in its last full fiscal year prior to the date hereof (the “Current Premium”) and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then the Surviving Company shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance that, in the Surviving Company’s and Parent’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” or “runoff” policies prior to until seven years from the Effective Time, which policies provide such directors shall cause, unless otherwise required by law, the Articles of Association and officers with coverage for an aggregate period comparable organizational documents of six (6) years the Surviving Company and each of the Company Subsidiaries to contain provisions no less favorable to the Indemnified Persons with respect to claims arising from acts or omissions that occurred on or before the Effective Timeexculpation and limitation of liabilities of directors and officers, including in respect insurance and indemnification than are set forth as of the transactions contemplated by date of this Agreement; provided, however, that Agreement in the amount paid for such prepaid policies does not exceed 250% Company Articles of Association and comparable organizational documents of the Current Premium. If such prepaid policies have been obtained prior relevant Company Subsidiaries, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnified Persons with respect to the Effective Time, the Surviving Company shall (exculpation and Parent shall cause the Surviving Company to) maintain such policies in full force limitation of liabilities or insurance and effect for their full term, and continue to honor the obligations thereunderindemnification.

Indemnification of Officers and Directors. The Surviving Corporation will, and will cause ASCI to, indemnify, defend and hold harmless the present and former officers and directors of the Company and its Subsidiaries against all liabilities incurred by such individuals arising from any action or inaction by such persons or from services rendered for or at the request of the Company or any of its Subsidiaries prior to the Effective Time, to the full extent permitted under applicable law, including the provisions thereof relating to the advancement of expenses incurred in the defense of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (a) a "Proceeding"). Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable law shall be made by independent counsel mutually acceptable to Investor and such individual. For six (6) years after the Effective Time, Parent shall, or shall cause the Surviving Company to, maintain Corporation will provide officers’ ' and directors’ ' liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such person currently covered by the Company’s 's officers’ ' and directors’ ' liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, provided that in satisfying its obligation under this Section 6.3(a)Section, neither Parent nor the Surviving Company Corporation shall not be obligated to pay annual premiums in excess of 250175% of the amount per policy period annum the Company paid in its last full fiscal year prior year, which amount has been disclosed to the date hereof (the “Current Premium”) Investor, and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then the Surviving Company Corporation is unable to obtain the insurance required by this Section 5.11, it shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of obtain as much comparable insurance that, in the Surviving Company’s and Parent’s good faith judgment, provide the maximum coverage available at as possible for an annual premium equal to 250% such maximum amount. In the event the Surviving Corporation (or any of its successors or assigns) consolidates with or merges into any other person, or transfers all or substantially all of its properties and assets to any person, then proper provision shall be made so that such successors or assigns of the Current Premium. The provisions of the immediately preceding sentence Business shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” or “runoff” policies prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 250% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such policies in full force and effect for their full term, and continue to honor assume the obligations thereunderset forth in this Section 5.11.

Indemnification of Officers and Directors. (a) For Talos and Merger Sub agree that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal liability of each present and former director or officer, of Talos or the Company and their respective Subsidiaries (the “D&O Parties”) provided for in the respective organizational documents in effect as of the date hereof, shall continue to be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, Parent shallhowever, that all rights to indemnification in respect of any proceeding or claims pending, asserted or made within such period shall continue until the final disposition of such proceeding or claim. The certificate of incorporation 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 currently in the Talos Charter and Talos Bylaws and the Company Charter and Company Bylaws, as applicable, and during such six (6) year period following the Effective Time, Talos shall not and shall cause the Surviving Company toCorporation not to amend, maintain officers’ repeal or otherwise modify such provisions in any manner that would materially and directors’ liability insurance adversely affect the rights thereunder of any D&O Party in respect of acts actions or omissions occurring on at or prior to the Effective Time covering Time, unless such modification is required by applicable Laws. Prior to the Closing, each such person currently covered by of the Company’s officersCompany and Talos shall purchase a six-year “tail” policy under its own existing directors’ and directorsofficers’ liability insurance policy on policy, with an effective date as of the Closing (provided that either such party may substitute therefor policies of at least the same coverage containing terms with respect to coverage and amount no conditions that are not less favorable than those of such policy in effect on the date hereofany material respect); provided, however, that in satisfying its obligation under no event shall either such party be required to expend pursuant to this Section 6.3(a)5.5(a) more than an amount equal to 200% of the respective current annual premiums paid by such party for such insurance; provided, further, that during the term of the respective “tail” policies, neither Parent Talos nor the Surviving Company Corporation shall be obligated take any action following the Closing to pay annual premiums in excess of 250% of the amount per policy period the Company paid in its last full fiscal year prior to the date hereof (the “Current Premium”) and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then the Surviving Company shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance that, in the Surviving Company’s and Parent’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid their respective “tail” policies to be cancelled or “runoff” policies prior any provision therein to be amended or waived in any manner that would adversely affect in any material respect the Effective Time, which policies provide such directors rights of their former and current officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 250% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunderdirectors.