Common use of Insurance and Indemnification Clause in Contracts

Insurance and Indemnification. (1) Prior to the Acquisition Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shall, from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Date. (3) This Section 4.9 shall survive the consummation of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified Persons.

Insurance and Indemnification. (1) Prior to the Acquisition Date5.3.1 Debio shall indemnify and hold harmless Dyax, its employees and agents against all third party actions, proceedings, claims, demands, losses, costs, damages or expenses whatsoever which may be brought against or suffered by Dyax or which Dyax may sustain as a result of use of Product for testing in or treatment of humans by Debio or under Debio's supervision. 5.3.2 Both Dyax and Debio agree that ***************, the Company Research or any other work performed under this Agreement, except as provided for under Section 5.3.1 or where losses, costs, damages or expenses are the result of the willful breach of any term hereof by the other party, or by the other party's servants, agents, employees or subcontractors. Each party shall purchase customary “tail” policies indemnify and hold harmless the other party, its employees and agents against all third party actions, proceedings, claims, demands, losses, costs, damages or expenses whatsoever which may be brought against or suffered by the other party or which such party may sustain, as a result of directors’ willful breach of any term hereof by the indemnifying party. Such indemnification will survive termination of the Agreement. 5.3.3 Each party undertakes to notify the other party if it has any reason to believe that the use of EPI-HNE, EPI-HNE4 Materials, or Confidential Information could result in a claim by any third party, and officers’ liability insurance providing protection no less favourable the parties agree that in such case they shall consult in good faith to take such remedial actions that are necessary to avoid such liability. 5.3.4 shall take reasonable action to institute and prosecute legal proceedings against third parties who infringe patents from the EPI-HNE Patent Rights, or to otherwise defend any issued patent rights for EPI-HNE4, in the aggregate to Fields of Use in the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event NoticeTerritory. Any such action, as the case may betaken CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. under this paragraph, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall be at *************** expense. *************** shall, or shall cause if requested by *************** and at *************** expense, assist in the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect prosecution of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standardsaction. (2) The Purchaser shall, from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Date. (3) This Section 4.9 shall survive the consummation of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified Persons.

Insurance and Indemnification. (1a) Prior to the Acquisition Effective Date, the Company either Parent shall purchase customary “tail” policies or obtain from Parent's preferred insurer (which may be a captive insurance company of Parent if such company provides all directors’ and officers’ liability insurance to the directors and executive officers of Parent), or the Company shall purchase, customary "tail" policies of directors' and officers' liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser shallParent will, or shall will cause the Company and its Subsidiaries to to, maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Acquisition Effective Date; provided that the Purchaser Parent shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards300% of the Company's current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries (provided further that this cost limitation shall not apply to any coverage provided by a captive insurance company of Parent). (2b) The Purchaser shall, from and after the Acquisition Effective Time, Parent agrees that it shall honour all rights to indemnification or exculpation existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure LetterSubsidiaries, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Acquisition Effective Date. (3c) This The provisions of this Section 4.9 shall survive the consummation of the Acquisition and is 5.11 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified Person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent trustee on behalf their behalf, and agrees to enforce the provisions of this Section on their behalf. Furthermore, this Section 5.11 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Effective Date for a period of six (6) years.

Insurance and Indemnification. (1a) Prior Target shall be entitled to purchase run off directors' and officers' liability insurance for a period of up to six years from the Effective Date with the prior written consent of Acquiror, not to be unreasonably withheld. Acquiror shall cause Target to ensure that the articles and/or by-laws of Target and its subsidiaries (or their respective successors) shall contain the provisions with respect to indemnification set forth in Target's or the applicable subsidiary's current articles and/or by-laws, which provisions shall not, except to the Acquisition Dateextent required by applicable Laws, be amended, repealed or otherwise modified for a period of six years from the Company shall purchase customary “tail” policies Effective Date in any manner that would adversely affect any rights of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect indemnification of individuals who, immediately prior to the delivery Effective Date, were directors or officers of a Purchaser Call Option Exercise Notice Target or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, and providing protection in respect any of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standardssubsidiaries. (2b) The Purchaser shall, from and after the Acquisition Effective Time, Acquiror agrees that it shall directly honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company Target and its Subsidiaries subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg7.5(b) of the Company Target Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in Section 7.5(b) of the Company Target Disclosure Letter, shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3c) This The provisions of this Section 4.9 shall survive the consummation of the Acquisition and is 7.5 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified Person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company Target hereby confirms that it is acting as agent and trustee on behalf their behalf. Furthermore, this Section 7.5 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Effective Date for a period of six years. (d) Target agrees to elect in prescribed form pursuant to subsection 110(1.1) of the Tax Act that neither it nor any person not dealing at arm’s length with it will deduct in computing its income for a taxation year any amount in respect of a payment made to a Target Optionholder pursuant to the Plan of Arrangement.

Insurance and Indemnification. (1) Prior to the Acquisition Effective Date, notwithstanding any other provision hereof, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in for a period of six (6) years from the Effective Date with respect of to claims arising from facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to to, maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time Time; and provided further that the cost of such policies shall not exceed market standards250% of the Company’s current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries. (2) The Purchaser shall, from and after the Acquisition Effective Time, to the extent permitted by Law, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries to the extent that they are disclosed in the Data Room or contained in the Constating Documents constating documents of the Company or and its Subsidiaries or disclosed in Section (gg) of the Company Disclosure LetterSubsidiaries, and acknowledges that such rights, to the extent that they are disclosed in the Data Room or contained in the constating documents of the Company Disclosure Letterand its Subsidiaries, shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms terms, to the extent permitted by Law, with respect to actions or omission of such employees, officers and directors occurring prior to the Effective Date, for a period of not less than six (6) years from the Acquisition Effective Date. (3) This Section 4.9 shall survive the consummation of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified Persons.

Insurance and Indemnification. (1) Prior to 6.5.1 From and after the Acquisition Effective Date, BRPI agrees that for the Company shall purchase customary “tail” policies of period from the Effective Date until six years after the Effective Date, BRPI will, or will cause its Affiliates to, maintain the current directors’ and officers’ liability insurance providing protection policies applicable to the Trustees and to the directors of BRP Equity or policies that are reasonably equivalent and, in any event, no less favourable in the aggregate to the protection provided by current Trustees and directors of BRP Equity than the current policies applicable to the Trustees and the directors of BRP Equity, respectively, subject in either case to terms and conditions no less advantageous to the Trustees and the directors of BRP Equity than those contained in the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to on the delivery date hereof, for all present and former Trustees and directors of a Purchaser Call Option Exercise Notice or Triggering Event NoticeBRP Equity, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, and providing protection in respect of covering claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Date. 6.5.2 BREP agrees that it shall honour, and the Purchaser shall, or as applicable shall cause the Company and its Subsidiaries BRP Equity to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shallhonour, from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present the Trustees of BRPT and former employees and officers and the directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure LetterBRP Equity, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Acquisition Effective Date. To evidence such rights of indemnification or exculpation, on or prior to the Effective Date, BREP shall enter into an agreement with each Trustee and BREP shall cause BRP Equity to enter into an agreement with each director of BRP Equity, and in each case the scope of such rights to indemnification or exculpation is to be substantially the same as the existing rights to indemnification or exculpation currently held by such Trustee or director of BRP Equity, respectively. (3) This 6.5.3 The provisions of this Section 4.9 shall survive the consummation of the Acquisition and is 6.5 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified Person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company Fund Entities hereby confirms confirm that it is they are acting as agent trustees on behalf their behalf, and agrees to enforce the provisions of this Section on their behalf. Furthermore, this Section 6.5 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Effective Date for a period of six (6) years.

Insurance and Indemnification. (1a) Prior to the Acquisition DateEffective Time, the Company shall Karora shall, in consultation with Westgold, purchase customary “tail” policies of directors’ and officers’ liability insurance from an insurance company of nationally recognized standing providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company Karora and its Subsidiaries subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Time and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Time and the Purchaser Westgold shall, or shall cause the Company Karora and its Subsidiaries subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from after the Acquisition Effective Date; provided that the Purchaser Westgold shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards250% of Karora’s and its subsidiaries’ current annual aggregate premium for directors’ and officers’ liability insurance policies currently maintained by Karora or its subsidiaries. (2b) The Purchaser shall, from From and after the Acquisition Effective Time, Xxxxxxxx shall honour all rights to indemnification or exculpation existing as of the date of this Agreement hereof in favour of all present and former employees and Employees, officers and directors of Karora and the Company and its Subsidiaries to the extent subsidiaries of Karora under applicable Law, Contracts that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg5.12(b) of the Company Karora Disclosure Letter, Letter or set forth in Karora’s Constating Documents and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from after the Acquisition Effective Date. (3c) This Section 4.9 shall survive the consummation If Westgold, Karora or its subsidiaries or any of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors or assigns (i) consolidates or amalgamates with, or merges or liquidates into, any other person and assignsis not a continuing or surviving corporation or entity of such consolidation, andamalgamation, for merger, amalgamation or liquidation, or (ii) transfers all or substantially all of its properties and assets to any person, Westgold shall ensure that any such purposesuccessor or assign (including, the Company hereby confirms that it is acting as agent on behalf applicable, any acquirer of substantially all of the Indemnified Personsproperties and assets of Karora or its subsidiaries) assumes all of the obligations set forth in this Section 5.12.

Insurance and Indemnification. (1a) Prior to the Acquisition DateEffective Time, the Company TransGlobe shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained by the Company TransGlobe and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Time and the Purchaser shall, or shall TransGlobe will and will cause the Company and its Subsidiaries to to, maintain such tail “tail” policies in effect without any reduction in scope or coverage for six years from the Acquisition DateEffective Time; provided provided, that the Purchaser TransGlobe and its Subsidiaries shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards300% of TransGlobe’s current annual aggregate premium for policies currently maintained by TransGlobe or its Subsidiaries; provided further, that in the event such premiums exceed 300% TransGlobe shall arrange prior to the Effective Time to purchase such insurance up to the amount that can be purchased with a premium at such 300% level. (2b) The Purchaser shallTransGlobe will, from and after the Acquisition Effective Timewill cause its Subsidiaries to, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company TransGlobe and its Subsidiaries to under Law and under the extent that they are contained in the Constating Documents articles or other constating documents of the Company or TransGlobe and/or its Subsidiaries or disclosed in Section (gg) under any agreement or contract of the Company Disclosure Letterany indemnified person with TransGlobe or with any of its Subsidiaries, and acknowledges that such rightsrights shall survive the completion of the Plan of Arrangement, and, to the extent within the control of TransGlobe, TransGlobe shall ensure that they are disclosed the same shall not be amended, repealed or otherwise modified in the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3c) This From and following the Effective Time, VAALCO or AcquireCo will cause TransGlobe to comply with its obligations under Section 4.9 5.11(a) and Section 5.11(b). (d) If VAALCO, AcquireCo, TransGlobe or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any person, VAALCO shall survive the consummation ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the Acquisition properties and is assets of TransGlobe or its Subsidiaries) assumes all of the obligations set forth in this Section 5.11. (e) The provisions of this Section 5.11 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified Person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company TransGlobe hereby confirms that it is acting as agent trustee on behalf their behalf, and agrees to enforce the provisions of this Section 5.11 on their behalf. Furthermore, this Section 5.11 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Effective Date for a period of six years.

Insurance and Indemnification. (1) Prior to a. The Alliance will provide property insurance for the Acquisition Date, the Company shall purchase customary “tail” policies of directors’ Licensed Properties it deems appropriate and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shall, from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time and shall continue in full force and effect in accordance with their terms the Alliance PDA Charter, or the Homeports shall name the Alliance as a Loss Payee as its interests may appear for a period property insurance purchased by the Homeports for properties licensed to the Alliance, and in that case, the Alliance will reimburse the Homeport for its purchase of not less than six years from the Acquisition Datesuch property insurance. (3) This Section 4.9 b. The Homeport shall survive the consummation of the Acquisition and is intended to be for the benefit ofindemnify, defend, and shall be enforceable by, all present and former directors and officers of hold harmless the CompanyAlliance, its Subsidiaries officials, officers, agents, and their respective heirsemployees from any and all claims, executorsdamages, administrators lawsuits, liabilities, losses, liens, expenses and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, costs arising from its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent actions on behalf of the Indemnified PersonsHomeport as provided in this Agreement. c. For all Homeport liability insurance policies, the Homeport shall instruct its respective insurance companies to name The Northwest Seaport Alliance as ADDITIONAL INSURED and provide a Waiver of Subrogation to extent allowed under applicable policy terms. d. It is further specifically and expressly understood that in providing this indemnification, the Homeport does not waive immunity under Industrial Insurance, Title 51 RCW, EXCEPT, solely for the purposes of this indemnification, the Homeport shall waive such immunity to the extent, and only to the extent, that the Homeport is afforded insurance coverage under an applicable policy for defense and indemnity for such claims by the Northwest Seaport Alliance originating from injuries sustained to employees of the Homeport. THE HOMEPORT RECOGNIZES THAT THIS WAIVER WAS THE SUBJECT OF MUTUAL NEGOTIATION. e. The indemnification shall extend to and include attorney’s fees and the cost of establishing the right of indemnification hereunder in favor of the Alliance. This indemnification shall survive the termination of this Agreement. f. Without affecting any other rights or remedies, Homeport (for itself and on behalf of anyone claiming through or under it by way of subrogation or otherwise) hereby waives any rights it may have against the Alliance, its officers, agents and employees (whether in license or in tort) on account of any loss or damage occasioned to Homeport arising out of or incident to the perils required to be insured against within the License. Accordingly, Homeport shall cause each insurance policy required by the Alliance to further contain a waiver of subrogation clause. The effect of such release and waiver of the right to recover damages shall not be limited by the amount of insurance carried or required or by any deductibles applicable thereto. g. The Alliance will purchase general liability and other casualty and professional liability insurance which will be primary to those policies purchased by the Homeport and others under which the Alliance is named Additional Insured.

Insurance and Indemnification. (1a) Prior Notwithstanding anything to the Acquisition Datecontrary in this Agreement, Buyer and Sub agree, and shall ensure, that the indemnification provisions set forth in the Company’s Certificate of Incorporation, the Company shall purchase customary “tail” policies Company’s By-laws and its Subsidiary’s Articles of directors’ Association, as well as any indemnification agreements and officers’ liability insurance providing protection no less favourable in the aggregate undertakings entered into on or prior to the protection provided by the policies maintained by date hereof with a director, officer, observer or employee, in each case, of the Company and or its Subsidiaries which are Subsidiary, and, in each case, as in effect immediately prior to the delivery Effective Time, shall survive the Closing. Prior to the Effective Time, Buyer and Sub have caused the Certificate of Incorporation and By-laws of the Surviving Corporation to reflect such pre-existing indemnification provisions and agree not to amend, repeal or otherwise modify the Surviving Corporation’s Certificate of Incorporation or By-laws, or the corresponding provisions of the Subsidiary’s Articles of Association, for a Purchaser Call Option Exercise Notice period of seven (7) years after the Effective Time in any manner that would adversely affect the rights thereunder of the individuals who on or Triggering Event Noticeat any time prior to the Effective Time were directors, as officers, observers or employees of the case Company or its Subsidiary and were covered by such indemnities, except to the extent required in order to comply with Applicable Laws. Buyer shall ensure that the provisions of this Section shall apply to the surviving entity of any merger or other reorganization of the Surviving Corporation. (b) Buyer and Sub acknowledge that prior to the Closing, the Company may beobtain a non-cancelable run-off insurance policy, for a period of up to seven (7) years after the Closing Date, to the Depositaryprovide insurance coverage for events, provided that such policies are not materially inconsistent with market standard protections, and providing protection in respect of claims arising from facts acts or events which occurred omissions occurring on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shallfor all persons who were directors, from and after the Acquisition Effective Timeofficers, honour all rights to indemnification observers or exculpation existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries Subsidiary on or disclosed prior to the Effective Time the costs of which will be set forth in Section (gg) the Schedule of Expenses. Following the Effective Time, the Surviving Corporation and Buyer shall act, with respect to any claims which may be made against the aforesaid directors, officers, observers, or employees of the Company Disclosure Letter, and acknowledges that such rights, or its Subsidiary from time to time in connection with their service to the extent that they are disclosed Company or its Subsidiary, in a manner which is consistent with such insurance policy, with a view towards ensuring the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Date. (3) This Section 4.9 shall survive the consummation application of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified Personscoverage thereunder.

Insurance and Indemnification. (1a) Prior to the Acquisition Dateinitial take up of TMX Group Shares by Maple under the Maple Offer, the Company TMX Group shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company TMX Group and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Subsequent Arrangement Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Subsequent Arrangement Effective Date and the Purchaser shallMaple will, or shall will cause the Company TMX Group and its Subsidiaries to to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Subsequent Arrangement Effective Date; provided provided, that the Purchaser Maple shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Subsequent Arrangement Effective Time and provided further that the cost of such policies shall not exceed market standards300% of TMX Group’s current annual aggregate premium for policies currently maintained by TMX Group or its Subsidiaries. (2b) The Purchaser shall, from and after the Acquisition Effective Time, Maple agrees that it shall honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company TMX Group and its Subsidiaries to the extent that they are contained disclosed in the Constating Documents of the Company TMX Group Data Room or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letterare otherwise on usual terms for indemnity arrangements, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure LetterTMX Group Data Room or are otherwise on usual terms for indemnity arrangements, shall survive unamended from the completion of the Maple Acquisition Effective Time and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Subsequent Arrangement Effective Date. (3c) This The provisions of this Section 4.9 shall survive the consummation of the Acquisition and is 6.13 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified Person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company TMX Group hereby confirms that it is acting as agent trustee on behalf their behalf, and agrees to enforce the provisions of this Section 6.13 on their behalf. Furthermore, this Section 6.13 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Subsequent Arrangement Effective Date for a period of six (6) years.

Insurance and Indemnification. (1a) Prior The Purchaser will, or will cause the Company and its Subsidiaries to, maintain in effect without any reduction in scope or coverage for seven years from the Effective Date customary policies of directors’ and officers’ liability insurance providing protection no less favourable than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Acquisition Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date. Alternatively, the Purchaser agrees that prior to the Effective Date, the Company may, at the election of the Company in its sole discretion (and provided that if the Company so elects, the Purchaser and the Company and its Subsidiaries shall not have the obligation referenced in the immediately preceding sentence), purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Effective Date on terms and conditions customary for a transaction of this nature and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six seven years from the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time Time. From and provided further that after the cost Effective Time, the Company or the Purchaser, as applicable, agrees not to take any action to terminate such directors’ and officers’ liability insurance or adversely affect the rights of such policies shall not exceed market standardsthe Company’s present and former directors and officers thereunder. (2b) The Purchaser shall, from shall cause the Company and after the Acquisition Effective Time, its Subsidiaries to honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries Subsidiaries, to the extent that they are contained (i) included in the Constating Documents of the Company or any of its Subsidiaries Subsidiaries, or disclosed (ii) set out in Section (gg) of any indemnity agreements entered into between such Persons and the Company Disclosure Letteror any of its Subsidiaries, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Dateterms. (3c) This Section 4.9 shall survive If the consummation Company or any of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and or any of their respective successors or assigns (i) consolidates with or merges into any other Person and assignsis not a continuing or surviving corporation or entity of such consolidation or merger, and, for such purposeor (ii) transfers all or substantially all of its properties and assets to any Person, the Company hereby confirms Purchaser shall ensure that it is acting any such successor or assign (including, as agent on behalf applicable, any acquirer of substantially all of the Indemnified Personsproperties and assets of the Company or its Subsidiaries) assumes all of the obligations of the Company and its Subsidiaries set forth in this Section 4.9.

Insurance and Indemnification. (1a) Prior All rights to indemnification, advancement of expenses and exculpation with respect to actions or omissions occurring prior to the Acquisition Closing benefiting (i) current or former directors or officers of Purchaser or individuals serving at the request of Purchaser as a current or former Representative of another Person, or (ii) individuals who after the date hereof and prior to the Closing become directors or officers of Purchaser or begin to serve at the request of Purchaser as Representatives of another Person (collectively, the “Purchaser Indemnified Persons”), as provided by the Organizational Documents of the Purchaser (as in effect on the date hereof) or as provided by any Contract to which Purchaser is party (as in effect on the date hereof) or any replacement Contract that is substantially similar thereto (collectively, the “Purchaser Indemnification Obligations”), shall survive the Closing and the consummation of the other transactions contemplated hereby and shall continue in accordance with their terms. (b) Without limiting the generality or the effect of Section 9.6(a), after the Closing and until the sixth anniversary of the Closing Date, each Seller agrees that it will not vote any Purchaser Ordinary Shares or Purchaser Preference Shares held by it in favor of any amendment to the Company Organizational Documents of Purchaser the effect of which would adversely affect the rights of the Purchaser Indemnified Persons pursuant to the Purchaser Indemnification Obligations; provided, that the foregoing shall purchase customary “tail” not prevent a sale of the Purchaser or any merger or other combination or similar transaction with a Third Party if, in any such case, the Purchaser uses commercially reasonable efforts to make proper provision so that any such successor or assign assumes the obligations set forth in this Section 9.6(b). (c) From the Closing Date until the sixth anniversary of the Closing Date, Purchaser shall maintain in full force and effect, for the benefit of the Purchaser Indemnified Persons, with respect to actions and omissions occurring prior to or as of the Closing, one or more policies of directors’ and officers’ liability insurance providing protection that provide for coverage in an amount and with a scope no less favourable in the aggregate favorable to the protection provided by Purchaser Indemnified Persons than the policies of directors’ and officers’ liability insurance that are maintained by the Company Purchaser as of the date hereof (the “Existing Coverage”); provided, however, that Sellers may cause Purchaser to fulfill its obligations under this Section 9.6(b), by purchasing for a price not to exceed 300% of the premiums paid by Purchaser for the Existing Coverage for 2011 (the “Cap Amount”), directors and its Subsidiaries which are officers liability tail coverage in effect immediately prior an amount and scope at least equal to the delivery Existing Coverage (the “Tail Coverage”); provided, further, that if the amount or scope of a the Tail Coverage obtainable for the Cap Amount is less than the Existing Coverage, Purchaser Call Option Exercise Notice or Triggering Event Notice, shall only be obligated to purchase so much of the Tail Coverage as may be covered by the case may be, Cap Amount. (d) The rights of each Purchaser Indemnified Person under this Section 9.6 shall be in addition to the Depositary, provided any other rights that such policies are not materially inconsistent with market standard protectionsPurchaser Indemnified Person may have under the Organizational Documents of Purchaser, or any applicable Law, under any Contract, or otherwise. (e) Without limiting Section 9.6 or Section 9.7, the Parties agree that the directors' and providing protection in respect of claims arising from facts or events which occurred on officers' liability insurance carried by Purchaser shall be increased to at least $25,000,000 at or prior to the Acquisition Date Closing, and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies insurance, including “tail” coverage, in effect without any reduction in scope or coverage at least such amount for at least six (6) years from following the Acquisition Closing Date; provided provided, however, that the in satisfying its obligation under this Section 9.6(a), Purchaser shall not be required obligated to pay any amounts in respect more than 300% of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shall, from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing premiums paid as of the date of this Agreement in favour of all present by Purchaser to obtain such coverage. It is understood and former employees and officers and directors of the Company and its Subsidiaries to the extent agreed that they are contained in the Constating Documents of the Company event such coverage cannot be obtained for such amount or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed less in the Company Disclosure Letteraggregate, Purchaser shall survive unamended from only be obligated to provide the Acquisition Effective Time and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Date. (3) This Section 4.9 shall survive the consummation of the Acquisition and is intended to maximum coverage as may be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, obtained for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified Personsaggregate amount.

Insurance and Indemnification. (1) Prior to the Acquisition DateEffective Time, the Company shall Corporation shall, in consultation with the Purchaser, purchase customary “"tail” " policies of directors’ ' and officers’ ' liability insurance from an insurance company of nationally recognized standing providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company Corporation and its wholly-owned Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Time and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Time and the Purchaser shall, or shall cause the Company Corporation and its wholly-owned Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from after the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards300% of the Corporation's and its wholly-owned Subsidiaries' current annual aggregate premium for directors' and officers' liability insurance policies currently maintained by the Corporation or its wholly-owned Subsidiaries. (2) The Purchaser shall, from From and after the Acquisition Effective Time, the Purchaser shall honour all rights to indemnification or exculpation existing as of the date of this Agreement hereof in favour of all present and former employees and Employees, officers and directors of the Company Corporation and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or under applicable Law, Contracts disclosed in Section (gg4.10(2) of the Company Corporation Disclosure LetterLetter or otherwise entered into in the Ordinary Course and the Constating Documents, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from after the Acquisition Effective Date. (3) This Section 4.9 shall survive If the consummation Corporation or any of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and or any of their respective successors or assigns (a) consolidates or amalgamates with, or merges or liquidates into, any other Person and assignsis not a continuing or surviving corporation or entity of such consolidation, andamalgamation, for such purposemerger, amalgamation or liquidation, or (b) transfers all or substantially all of its properties and assets to any Person, the Company hereby confirms Purchaser shall ensure that it is acting any such successor or assign (including, as agent on behalf applicable, any acquirer of substantially all of the Indemnified Personsproperties and assets of the Corporation or its Subsidiaries) assumes all of the obligations set forth in this Section 4.10.

Insurance and Indemnification. (1) Prior to the Acquisition DateEffective Time, the Company shall purchase shall, in reasonable consultation with the Purchaser, obtain and fully pay a single premium for, customary “tail” policies of directors’ and officers’ liability insurance from an insurance carrier with the same or better credit rating as the Company’s current insurance carriers with respect to directors’ and officers’ liability insurance providing protection for a claims reporting or discovery period beginning at the Effective Time and continuing for not less than six (6) years from and after the Effective Date and with terms, conditions that are no less favourable in the aggregate to the directors and officers of the Company than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shallrights of any Indemnified Persons under this Section 4.9 shall be in addition to any rights such Indemnified Persons may have under the Constating Documents of the Company or the constating documents of any of its Subsidiaries, from or under any applicable Law or agreement of any such Indemnified Person with the Company or any of its Subsidiaries. From and after the Acquisition Effective Time, the Purchaser shall honour all rights to indemnification or exculpation existing as of the date of this Agreement hereof in favour of all present and former employees directors and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure LetterSubsidiaries, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time consummation of the Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Dateterms. (3) This If any Indemnified Person makes any claim for indemnification or advancement of expenses under this Section 4.9 shall survive that is denied by the consummation of Company or the Acquisition and is intended to be for the benefit ofPurchaser, and a court of competent jurisdiction determines that such Indemnified Person is entitled to such indemnification, then the Company and the Purchaser shall be enforceable bypay such Indemnified Person’s costs and expenses, all present including reasonable legal fees and former directors and officers of expenses, incurred in connection with pursuing such claim against the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives Company or the Purchaser. (the “Indemnified Persons”4) and shall be binding on If the Purchaser, the Company, Company or any of its Subsidiaries and or any of their respective successors or assigns (i) consolidates with or merges into any other Person and assignsis not a continuing or surviving corporation or entity of such consolidation or merger, and, for such purposeor (ii) transfers all or substantially all of its properties and assets to any Person, the Company hereby confirms Purchaser shall ensure that it is acting any such successor or assign (including, as agent on behalf applicable, any acquirer of substantially all of the Indemnified Personsproperties and assets of the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.9.

Insurance and Indemnification. (1a) Prior to the Acquisition DateInstadose will, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and will cause its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shall, from and after the Acquisition Effective Timeto, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company Instadose and its Subsidiaries to under Law and under the extent that they are contained in the Constating Documents articles or other constating documents of the Company or Instadose and/or its Subsidiaries or disclosed in Section (gg) under any agreement or contract of the Company Disclosure Letterany indemnified person with Instadose or with any of its Subsidiaries, and acknowledges that such rightsrights shall survive the completion of the Plan of Arrangement, and, to the extent within the control of Instadose, Instadose shall ensure that they are disclosed the same shall not be amended, repealed or otherwise modified in the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3b) This From and following the Effective Time, MZKR will cause Instadose to comply with its obligations under Section 4.9 5.10. (c) If Instadose or MZKR or any of their successors or assigns shall survive (i) amalgamate, consolidate with or merge or wind-up into any other person and shall not be the consummation continuing or surviving corporation or entity; or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns and transferees of Instadose or MZKR, as the case may be, shall assume all of the Acquisition and is obligations of Instadose or MZKR, as applicable, set forth in this Section 5.9. (d) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified Person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company Instadose hereby confirms that it is acting as agent trustee on behalf their behalf, and agrees to enforce the provisions of this Section 5.9 on their behalf. Furthermore, this Section 5.9 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Effective Date for a period of six years.

Insurance and Indemnification. (1) Prior 9.1 The Licensee agrees to obtain and maintain in force throughout the duration of this agreement, general liability and property damage insurance in the amount of $5,000,000.00 per occurrence, which policy shall name the Licensor as an additional insured and which policy shall be satisfactory to the Acquisition DateLicensee, the Company acting reasonably. 9.2 The Licensee shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate deliver to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately Licensor certificates of insurance prior to the delivery commencement of a Purchaser Call Option Exercise Notice each Pelham Panthers Basketball season, and in the event that the Licensee fails to do so, then this License may be immediately terminated at the Licensor’s option without further notice. 9.3 The Licensee shall defend and indemnify the Licensor and save it harmless from any and all losses or Triggering Event Noticeclaims, as actions, demands, liabilities and expenses (including, without limitation, legal fees) in connection with loss of life, personal injury and/or damage to or loss of property: a) arising out of any occurrence in or about The Facility; b) occasioned or caused wholly or in part by any act or omission of the case may be, Licensee or anyone for whom it is responsible at law; or c) arising from any breach by the Licensee of any provisions of this Agreement. The Foregoing indemnity shall survive the termination of this Agreement notwithstanding any provision of this Agreement to the Depositary, provided that such policies are not materially inconsistent with market standard protectionscontrary. 9.4 The Licensee shall use The Facility at its sole risk, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser Licensor shall not be required liable for any loss, injury, or damage caused to pay any amounts in respect of such coverage prior persons using The Facility or to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shallan property , from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries except to the extent that they are contained in same is attributable or caused by the Constating Documents negligence of the Company Licensor, its officers, officials, employees and agents, or its Subsidiaries any of them, the responsibility for insuring against any such loss, injury or disclosed in Section (gg) damage being that of the Company Disclosure LetterLicensee who hereby waives, on behalf of itself and acknowledges its insurers, any rights of subrogation against the Licensor. In addition and without limitation, the Licensee agrees that such rightsthe Licensor, except to the extent that they are disclosed in is attributable or caused by the Company Disclosure Letternegligence of the Town, its officers, officials, employees, and agents, or any of them, shall survive unamended not be liable for and hereby releases the Licensor from: a) Any injury or damage to persons or property resulting from fire, explosion, steam, water, rain, snow or gas which may leak into or issue or flow from any part of The Facility or from the Acquisition Effective Time water, steam, or drainage pipes or plumbing works of The Facility or from any other place or quarter; b) Any and shall continue in full force all claims, actions, causes of action, damages, demands for damages and effect in accordance with their terms other liabilities for a period of not less than six years from the Acquisition Date.or related to: (3) This Section 4.9 shall survive the consummation I. Any bodily injury, personal injury, illness or discomfort to or death of the Acquisition and is intended to be Licensee or any of its employees, contractors, invitees, customers, others for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that whom it is acting as agent on behalf in law responsible or any other, in or about The Facility; and II. Any loss or damage to all property in or about The Facility owned by the Licensee or others; c) Any indirect or consequential damages including, but no limited to, loss of the Indemnified Personsprofit.

Insurance and Indemnification. ‌ (1) Prior to the Acquisition Effective Date, EHT shall, and SKYE may (to the Company shall extent determined to be necessary or appropriate by the SKYE Special Committee), purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by EHT and the Company EHT Subsidiaries or SKYE and its Subsidiaries the SKYE Subsidiaries, as applicable, which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Date; provided that there shall be no so-called “side A coverage” and that the cost of such policies will not exceed 300% of the annual premiums currently in effect for such director and officer liability coverage and that if such insurance coverage is unavailable, SKYE will, or will cause EHT and the Purchaser shallEHT Subsidiaries or will cause the SKYE Subsidiaries, as applicable, to maintain tail policies with the best available insurance coverage whose cost will not exceed 300% of the annual premiums currently in effect for such director and officer liability coverage. SKYE will, or shall will cause EHT and the Company EHT Subsidiaries or SKYE and its Subsidiaries to the SKYE Subsidiaries, as applicable, to, maintain such tail policies in effect without any reduction in scope or coverage for six three years from the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shall, from and after the Acquisition Effective Time, SKYE agrees that it shall directly honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company EHT and its Subsidiaries Subsidiaries, including all rights pursuant to the extent that they are contained in the Constating Organizational Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Lettersuch entities and any contractual rights, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition DateEffective Date and SKYE undertakes to ensure that this covenant shall remain binding upon its successors and assigns. (3) This The provisions of this Section 4.9 shall survive the consummation of the Acquisition and is 4.7 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company EHT hereby confirms that it is acting as agent and trustee on behalf of the Indemnified Personstheir behalf.

Insurance and Indemnification. (1) 7.5.1 Prior to the Acquisition DateEffective Time, the Company shall Alexco may purchase customary “tail” policies of directors’ and officers’ liability, products and completed operations liability and employment practices liability insurance providing protection from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained by the Company Alexco and its Subsidiaries subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Time and the Purchaser shallAlexco will, or shall and will cause the Company and its Subsidiaries to subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition DateEffective Time; provided provided, that the Purchaser Alexco and its subsidiaries shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards300% of Alexco’s current annual aggregate premium for policies currently maintained by Alexco or its subsidiaries. (2) The Purchaser shall7.5.2 Alexco will, from and after the Acquisition Effective Timewill cause its subsidiaries to, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company Alexco and its Subsidiaries to subsidiaries under Law and under the extent that they are contained in the Constating Documents articles or other constating documents of the Company or Alexco and/or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rightssubsidiaries or, to the extent that they are disclosed in the Company Alexco Disclosure Letter, under any agreement or contract of any indemnified person with Alexco or with any of its subsidiaries, and acknowledges that such rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement, and, to the extent within the control of Alexco, Alexco shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. 7.5.3 From and following the Effective Time, Hecla will cause Alexco to comply with its obligations under Section 7.5.1 and Section 7.5.2. 7.5.4 If Alexco or Hecla or any of their successors or assigns shall (3i) This Section 4.9 amalgamate, consolidate with or merge or wind-up into any other person and shall survive not be the consummation continuing or surviving corporation or entity; or (ii) transfer all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that the successors and assigns and transferees of Alexco or Hecla, as the case may be, shall assume all of the Acquisition and is obligations of Alexco or Hecla, as applicable, set forth in this Section 7.5. 7.5.5 The provisions of this Section 7.5 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company Alexco hereby confirms that it is acting as agent trustee on behalf their behalf, and agrees to enforce the provisions of this Section 7.5 on their behalf. Furthermore, this Section 7.5 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Effective Date for a period of six years.

Insurance and Indemnification. (1) Prior 9.1 The Licensee agrees to obtain and maintain in force throughout the duration of this agreement, general liability and property damage insurance in the amount of $5,000,000.00 per occurrence, which policy shall name the Licensor as an additional insured and which policy shall be satisfactory to the Acquisition DateLicensee, the Company acting reasonably. 9.2 The Licensee shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate deliver to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately Licensor certificates of insurance prior to the delivery commencement of a Purchaser Call Option Exercise Notice the Southern Tier Admirals AAA Hockey season, and in the event that the Licensee fails to do so, then this License may be immediately terminated at the Licensor’s option without further notice. 9.3 The Licensee shall defend and indemnify the Licensor and save it harmless from any and all losses or Triggering Event Noticeclaims, as actions, demands, liabilities and expenses (including, without limitation, legal fees) in connection with loss of life, personal injury and/or damage to or loss of property: a) arising out of any occurrence in or about The Facility; b) occasioned or caused wholly or in part by any act or omission of the case may be, Licensee or anyone for whom it is responsible at law; or c) arising from any breach by the Licensee of any provisions of this Agreement. The Foregoing indemnity shall survive the termination of this Agreement notwithstanding any provision of this Agreement to the Depositary, provided that such policies are not materially inconsistent with market standard protectionscontrary. 9.4 The Licensee shall use The Facility at its sole risk, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser Licensor shall not be required liable for any loss, injury, or damage caused to pay any amounts in respect of such coverage prior persons using The Facility or to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shallan property , from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries except to the extent that they are contained in same is attributable or caused by the Constating Documents negligence of the Company Licensor, its officers, officials, employees and agents, or its Subsidiaries any of them, the responsibility for insuring against any such loss, injury or disclosed in Section (gg) damage being that of the Company Disclosure LetterLicensee who hereby waives, on behalf of itself and acknowledges its insurers, any rights of subrogation against the Licensor. In addition and without limitation, the Licensee agrees that such rightsthe Licensor, except to the extent that they are disclosed in is attributable or caused by the Company Disclosure Letternegligence of the Town, its officers, officials, employees, and agents, or any of them, shall survive unamended not be liable for and hereby releases the Licensor from: a) Any injury or damage to persons or property resulting from fire, explosion, steam, water, rain, snow or gas which may leak into or issue or flow from any part of The Facility or from the Acquisition Effective Time water, steam, or drainage pipes or plumbing works of The Facility or from any other place or quarter; b) Any and shall continue in full force all claims, actions, causes of action, damages, demands for damages and effect in accordance with their terms other liabilities for a period of not less than six years from the Acquisition Date.or related to: (3) This Section 4.9 shall survive the consummation I. Any bodily injury, personal injury, illness or discomfort to or death of the Acquisition and is intended to be Licensee or any of its employees, contractors, invitees, customers, others for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that whom it is acting as agent on behalf in law responsible or any other, in or about The Facility; and II. Any loss or damage to all property in or about The Facility owned by the Licensee or others; Any indirect or consequential damages including, but no limited to, loss of the Indemnified Personsprofit.

Insurance and Indemnification. (1) Prior to the Acquisition Effective Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, Effective Date and on such terms as the case Purchaser may berequest, to the Depositary, provided that such policies are not materially inconsistent with market standard protectionsacting reasonably, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six two (2) years from the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards250% of the Company’s current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries. (2) The Purchaser shall, from and after following the Acquisition Effective TimeDate, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries to the extent that they are contained (i) included in the Constating Documents of the Company or any of its Subsidiaries Subsidiaries, or (ii) disclosed in Section (gg) of the Company Disclosure LetterData Room, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, Data Room under both (i) and (ii) shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Acquisition Effective Date. (3) This Section 4.9 If the Company or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, the Purchaser shall survive the consummation ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the Acquisition properties and is intended to be assets of the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.8. (4) The Purchaser shall act as agent and trustee of the benefits of the foregoing for the benefit of, and shall be enforceable by, all present current and former directors and officers of the Company, its Subsidiaries Company for the purpose of Section 4.8(2). This Section 4.8 shall survive the execution and their respective heirs, executors, administrators delivery of this Agreement and personal representatives (the “Indemnified Persons”) completion of the Arrangement and shall be binding on enforceable against the Purchaser, Purchaser by the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified PersonsPersons described in Section 4.8(2).

Insurance and Indemnification. (1) Prior to the Acquisition Effective Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser shallwill, or shall will cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Acquisition Effective Date; provided that the Purchaser shall will not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards200% of the Company’s and its Subsidiaries’ current annual aggregate premium for policies currently maintained by the Company and its Subsidiaries. (2) The Parent and the Purchaser shall, from and after the Acquisition Effective Time, shall honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg4.9(2) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in Section 4.9(2) of the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Acquisition Effective Date. The provisions of this Section 4.9 shall be binding, jointly and severally, on all successors of the Purchaser and the Parent. (3) This Section 4.9 shall survive If the consummation Company or any of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and or any of their respective successors or assigns (i) consolidates or amalgamates with or merges or liquidates into any other Person and assignsis not a continuing or surviving corporation or entity of such consolidation, andamalgamation, for such purposemerger or liquidation, or (ii) transfers all or substantially all of its properties and assets to any Person, the Company hereby confirms Purchaser and the Parent shall ensure that it is acting any such successor or assign (including, as agent on behalf applicable, any acquirer of substantially all of the Indemnified Personsproperties and assets of the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.9.

Insurance and Indemnification. ‌ (1a) Prior to the Acquisition DateEffective Time, the Company shall purchase customary “tail” policies of directors’ and officers’ liability, products and completed operations liability and employment practices liability insurance providing protection from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Time and the Purchaser shallCompany will, or shall and will cause the Company and its Subsidiaries to to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition DateEffective Time; provided provided, that the Purchaser Company and its Subsidiaries shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shall, from $400,000. From and after the Acquisition Effective Time, the Company or the Purchaser, as applicable, agrees not to take any action to terminate such directors’ and officers’ liability insurance or adversely affect the rights of the Company’s present and former directors and officers thereunder.‌ (b) The Company will, and will cause its Subsidiaries to, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries to under Law and under the extent that they are contained in the Constating Documents articles or other constating documents of the Company or and/or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rightsor, to the extent that they are disclosed in the Company Disclosure Letter, under any agreement or contract of any indemnified person with the Company or with any of its Subsidiaries, and acknowledges that such rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement, and, to the extent within the control of the Company, the Company shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in in‌ full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3c) This From and following the Effective Time, the Purchaser and Acquireco will, jointly and severally, cause the Company to comply with its obligations under Section 4.9 5.6(a) and Section 5.6(b). (d) If the Company or the Purchaser or any of their successors or assigns shall survive (i) amalgamate, consolidate with or merge or wind-up into any other person and shall not be the consummation continuing or surviving corporation or entity; or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns and transferees of the Acquisition and is Company or the Purchaser, as the case may be, shall assume all of the obligations of the Company or the Purchaser, as applicable, set forth in this Section 5.6. (e) The provisions of this Section 5.6 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified Person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent trustee on behalf their behalf, and agrees to enforce the provisions of this Section 5.6 on their behalf. Furthermore, this Section 5.6 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Effective Date for a period of six years.

Insurance and Indemnification. (1) 7.5.1 Prior to the Acquisition DateEffective Time, the Company Great Bear shall purchase customary “tail” policies of directors’ and officers’ liability, products and completed operations liability and employment practices liability insurance providing protection from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained by the Company Great Bear and its Subsidiaries subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Time and the Purchaser shallGreat Bear will, or shall and will cause the Company and its Subsidiaries to subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition DateEffective Time; provided provided, that the Purchaser Great Bear and its subsidiaries shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards300% of Great Bear’s current annual aggregate premium for policies currently maintained by Great Bear or its subsidiaries. (2) The Purchaser shall7.5.2 Great Bear will, from and after the Acquisition Effective Timewill cause its subsidiaries to, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company Great Bear and its Subsidiaries to subsidiaries under Law and under the extent that they are contained in the Constating Documents articles or other constating documents of the Company or Great Bear and/or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rightssubsidiaries or, to the extent that they are disclosed in the Company Great Bear Disclosure Letter, under any agreement or contract of any indemnified person with Great Bear or with any of its subsidiaries, and acknowledges that such rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement, and, to the extent within the control of Great Bear, Great Bear shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. 7.5.3 From and following the Effective Time, Kinross will cause Great Bear to comply with its obligations under Section 7.5.1 and Section 7.5.2. 7.5.4 If Great Bear or Kinross or any of their successors or assigns shall (3i) This Section 4.9 amalgamate, consolidate with or merge or wind-up into any other person and shall survive not be the consummation continuing or surviving corporation or entity; or (ii) transfer all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that the successors and assigns and transferees of Great Bear or Kinross, as the case may be, shall assume all of the Acquisition and is obligations of Great Bear or Kinross, as applicable, set forth in this Section 7.5. 7.5.5 The provisions of this Section 7.5 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company Great Bear hereby confirms that it is acting as agent trustee on behalf their behalf, and agrees to enforce the provisions of the Indemnified Persons.this Section

Insurance and Indemnification. (1) Prior to the Acquisition Arrangement Effective Date, the Company each of TPCO and Gold Flora shall purchase customary “"tail” " policies of directors’ ' and officers’ ' liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company such Party and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice Arrangement Effective Date and on such terms as TPCO or Triggering Event NoticeGold Flora may request, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protectionsacting reasonably, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Arrangement Effective Date, and Amalco or the Purchaser Continued Corporation, as applicable, shall, or shall cause the Company and its Subsidiaries to affiliates to, maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Acquisition Arrangement Effective Date; provided that Amalco or the Purchaser Continued Corporation, as applicable, shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Merger Effective Time and provided further that the cost of such policies in respect of TPCO or its Subsidiaries shall not exceed market standards300% of TPCO's current annual aggregate premium for policies currently maintained by TPCO or its Subsidiaries and the cost of such policies in respect of Gold Flora or its Subsidiaries shall not exceed 300% of Gold Flora's current annual aggregate premium for policies currently maintained by Gold Flora or its Subsidiaries. (2) The Purchaser Continued Corporation shall, from and after following the Acquisition Merger Effective TimeDate, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, representatives, officers and directors managers of the Company Gold Flora and its Subsidiaries to the extent that they are contained (i) included in the Constating Documents of the Company Gold Flora or any of its Subsidiaries Subsidiaries, or (ii) disclosed in Section (gg) of the Company Disclosure LetterGold Flora Data Room, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, Gold Flora Data Room under both (i) and (ii) shall survive unamended from the Acquisition Effective Time completion of the Merger and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Acquisition Merger Effective Date. (3) The Continued Corporation shall, following the Arrangement Effective Date, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of TPCO and its Subsidiaries to the extent that they are (i) included in the Constating Documents of TPCO or any of its Subsidiaries, or (ii) disclosed in the TPCO Data Room, and acknowledges that such rights, to the extent that they are disclosed in the TPCO Data Room under both (i) and (ii) shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Arrangement Effective Date. (4) The Continued Corporation shall, following the Arrangement Effective Date, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of Stately and its Subsidiaries to the extent that they are included in the Constating Documents of Stately or any of its Subsidiaries, and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Arrangement Effective Date. (5) If the Continued Corporation or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger (including in connection with the Arrangement or the Merger), or (ii) transfers all or substantially all of its properties and assets to any Person, the Continued Corporation shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Continued Corporation or its Subsidiaries) assumes all of the obligations set forth in this Section 4.9. (6) The Continued Corporation shall act as agent and trustee of the benefits of the foregoing for the current and former directors and officers of Gold Flora for the purpose of Section 4.9(2). This Section 4.9 shall survive the consummation execution and delivery of this Agreement and the completion of the Acquisition and is intended to be for the benefit of, Transaction and shall be enforceable by, all present against the Continued Corporation by the Persons described in Section 4.9(2). (7) The Continued Corporation shall act as agent and trustee of the benefits of the foregoing for the current and former directors and officers of TPCO for the Company, its Subsidiaries purpose of Section 4.9(3). This Section 4.9 shall survive the execution and their respective heirs, executors, administrators delivery of this Agreement and personal representatives (the “Indemnified Persons”) completion of the Transaction and shall be binding on enforceable against the Purchaser, Continued Corporation by the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting Persons described in Section 4.9(3). (8) The Continued Corporation shall act as agent on behalf and trustee of the Indemnified Personsbenefits of the foregoing for the current and former directors and officers of Stately for the purpose of Section 4.9(4). This Section 4.9 shall survive the execution and delivery of this Agreement and the completion of the Transaction and shall be enforceable against the Continued Corporation by the Persons described in Section 4.9(3).

Insurance and Indemnification. (1a) Prior to the Acquisition Effective Date, the Company Kxxxxxxx shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company Kxxxxxxx and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser Agnico shall, or shall cause the Company Kxxxxxxx and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Effective Date; provided that the Purchaser Agnico shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards300% (the “Base Premium”) of Kirkland’s current annual aggregate premium for policies currently maintained by Kxxxxxxx or its Subsidiaries; provided further, however, that if such insurance can only be obtained at a premium in excess of the Base Premium, Kxxxxxxx may purchase the most advantageous policies of directors’ and officers’ liability insurance reasonably available for an annual premium not to exceed the Base Premium, and Agnico shall, or shall cause Kxxxxxxx and its Subsidiaries, to maintain such coverage for six years from the Effective Date. From and after the Effective Time, Agnico and Kxxxxxxx, as applicable, agrees not to take any action to terminate such directors’ and officers’ liability insurance or materially adversely affect the rights of Kirkland’s present and former directors and officers thereunder. (2b) The Purchaser shall, from Agnico shall cause Kxxxxxxx and after the Acquisition Effective Time, its Subsidiaries to honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company Kxxxxxxx and its Subsidiaries Subsidiaries, to the extent that they are contained are: (i) included in the Constating Documents of the Company Kxxxxxxx or any of its Subsidiaries Subsidiaries; or (ii) as disclosed in Section (ggSchedule 4.7(b) of the Company Kxxxxxxx Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect substantially in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3) This Section 4.9 shall survive the consummation of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified Persons.

Insurance and Indemnification. (1a) Prior All rights to indemnification, advancement of expenses and exculpation with respect to actions or omissions occurring prior to the Acquisition DateEffective Time benefiting (i) current or former directors or officers of the Company or individuals serving at the request of the Company as a current or former Representative of another Person or (ii) individuals who after the date hereof and prior to the Effective Time become directors or officers of the Company or begin to serve at the request of the Company as Representatives of another Person (collectively, the "Company Indemnified Persons"), as provided by the Organizational Documents of the Company (as in effect on the date hereof) or as provided by any Contract to which the Company is party (as in effect on the date hereof) and which is set forth in Schedule 5.13 or any replacement Contract that is substantially similar thereto (collectively, the "Company Indemnification Obligations"), shall purchase customary “tail” survive the Merger and the consummation of the other transactions contemplated hereby. (b) Without limiting the generality or the effect of Section 8.3(a), after the Effective Time, the Surviving Corporation shall, and shall cause its Affiliates to, advance expenses to the Company Indemnified Persons, indemnify the Company Indemnified Persons and hold the Company Indemnified Persons harmless to the fullest extent permitted or required by the Company Indemnification Obligations and the DGCL. (c) From the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation shall, and shall cause its Affiliates to, maintain in full force and effect, for the benefit of the Company Indemnified Persons, with respect to actions and omissions occurring prior to or as of the Effective Time, one or more policies of directors’ ' and officers’ ' liability insurance providing protection that provide for coverage in an amount and with a scope no less favourable in the aggregate favorable to the protection provided by Company Indemnified Persons than the policies of directors' and officers' liability insurance which are maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shall, from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing as of the date of hereof and are set forth on Schedule 5.28 (the "Existing Coverage"); provided, however, that the Buyer may fulfill its obligation under this Agreement in favour of all present and former employees and officers and directors Section 8.3(c) by purchasing, for an aggregate price not to exceed 225% of the premium paid by the Company for the Existing Coverage for 2005 (the "Cap Amount"), directors' and officers' liability tail coverage in an amount and with a scope at least equal to the Existing Coverage (the "Tail Coverage"); provided further, however, that if the amount or scope of the Tail Coverage obtainable for the Cap Amount is less than those of the Existing Coverage, the Buyer shall only be obligated to purchase so much of the Tail Coverage as may be purchased for the Cap Amount. The Company shall have the right to purchase the Tail Coverage prior to Closing (effective as of the Closing); provided, that (i) the Company shall have given written notice to the Buyer of its Subsidiaries intention to do so and (ii) the Company shall have requested the Buyer's written consent thereto (which shall not be unreasonably withheld). If the Company purchases the Tail Coverage prior to March 1, 2006, the Buyer will reimburse the Company for the cost thereof to the extent that they are contained such cost does not exceed the Cap Amount. All amounts which the Buyer is obligated to reimburse to the Company pursuant to the immediately preceding sentence which have not been so reimbursed prior to March 1, 2006 will be included in the Constating calculation of the Closing Adjustment as provided therein. If the Company purchases the Tail Coverage on or after March 1, 2006 any premium in excess of the Cap Amount shall constitute Company Transaction Expenses for purposes of the calculation of the Closing Adjustment. (d) If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into one or more other Persons and shall not be the continuing or surviving corporation or other entity of such consolidation or merger or (ii) sells or transfers a majority of its assets to one or more other Persons (other than in the Ordinary Course), then, in each such case and as a condition precedent to the consummation thereof, proper provision shall be made so that each such successor and assign shall assume the obligations set forth in this Section 8.3. (e) The rights of each Company Indemnified Person under this Section 8.3 shall be in addition to any other rights that such Company Indemnified Person may have under the Organizational Documents of the Company or its Subsidiaries any Subsidiary, under the DGCL or disclosed in Section (gg) of the Company Disclosure Letterany other applicable Law, and acknowledges that such rightsunder any Contract, to the extent that they are disclosed in the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Dateor otherwise. (3) This Section 4.9 shall survive the consummation of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified Persons.

Insurance and Indemnification. (1) Prior The Company and the Purchaser agree that all rights to indemnification or exculpation ‎‎now existing in favour of the present and former directors and officers of the ‎Company or of any of its Subsidiaries or who acts as a fiduciary under any ‎Company Plan ‎‎(each such present or former director or officer ‎of the Company or of any of its Subsidiaries ‎or fiduciary being herein ‎referred to as an “Indemnified Party” and such Persons collectively ‎being ‎referred to as the “Indemnified Parties”) as provided in the constating ‎documents of the ‎Company or any of its Subsidiaries in effect as of the ‎date of this Agreement or any ‎Contract by which the Company or any of its Subsidiaries is bound and which is in effect ‎as of the date hereof (including ‎provisions relating to the Acquisition Dateadvancement of expenses incurred in the ‎defense of any ‎action or suit), copies of which have been delivered to the Purchaser, will survive the completion of the Plan of Arrangement and ‎‎continue in full force and effect and without modification for a period of not less than six years from the Effective Time, with respect to actions ‎or omissions of ‎the Indemnified Parties occurring prior to the ‎Effective Time.‎ (2) The Purchaser will, or will cause the Company shall purchase and its Subsidiaries to, maintain in ‎effect for six (6) years from the Effective Date customary “tail” policies of directors’ and officers’ liability ‎liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies ‎policies maintained by the Company and its Subsidiaries which are in effect immediately prior ‎prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events ‎events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Effective Date; provided provided, however, that the Purchaser shall not be required to pay any amounts in respect of such coverage ‎acknowledges and agrees that prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shall, from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing as of the date of this Agreement in favour of all present and former employees and officers and directors of notwithstanding any other provision ‎hereof, the Company may, at its option, purchase prepaid run-off directors’ and its Subsidiaries officers’ liability ‎insurance on terms substantially similar to the extent that they are contained in directors’ and officers’ liability policies currently ‎maintained by the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure LetterCompany, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time and shall continue in full force and effect in accordance with their terms but providing coverage for a period of not less than six (6) years from the Acquisition ‎Effective Date with respect to claims arising from or related to facts or events which occurred on ‎or prior to the Effective Date.; provided further, that the premiums for any such policies, including any policy the ‎Purchaser puts in place, shall not exceed 300% of the current premium paid by the ‎Company and its Subsidiaries (it being understood and agreed that in the event such ‎directors’ and officers’ ‎liability insurance cannot be obtained for 300% of such last ‎annual premium or less, in the ‎aggregate, the Purchaser shall only remain obligated to ‎provide the greatest directors’ and officers’ ‎liability insurance coverage as may be ‎obtained for such amount).‎ (3) This The provisions of this Section 4.9 shall survive the consummation of the Acquisition 4.10 are and is are intended to be for the benefit of, and shall be will ‎be enforceable by, all present and former directors and officers of the Companyeach Indemnified Party, its Subsidiaries and their respective his or her heirs, executors, administrators and personal other ‎legal representatives and such rights will be held by the Company, and any successor to the ‎Company (including any surviving corporation), in trust for such Persons and the “Company ‎hereby accepts such trust and agrees to hold the benefit of and enforce performance of such ‎covenants on behalf of each Indemnified Persons”Party, his or her heirs, executors, administrators and ‎other legal representatives; provided, however, that no approval of any beneficiary of such trust ‎will be required in connection with an amendment or variation of this Section 4.10 prior to the ‎Effective Time. (4) and shall be binding on If the Purchaser, the Company, Company or any of its Subsidiaries and or any of their respective successors ‎successors or assigns (i) consolidates with or merges into any other Person and assignsis not the ‎continuing or surviving corporation or entity of such consolidation or merger, and, for such purposeor (ii) transfers all or ‎substantially all of its properties and assets to any Person, the Company hereby confirms Purchaser shall ensure that it is acting any such ‎successor or assign (including, as agent on behalf applicable, any acquirer of substantially all of the Indemnified Personsproperties and ‎assets of the Company or any of its Subsidiaries) assumes all of the obligations set forth in ‎this Section 4.10. (5) Nothing in this Agreement is intended to, shall be construed to, or shall release, waive or ‎impair any rights to directors’ and officers’ liability insurance claims under any policy that is or ‎has been in existence with respect to the Company or any of its Subsidiaries for any of its ‎respective directors, officers or other employees, it being understood and agreed that the ‎indemnification and other rights provided for in this Section 4.10 are not prior to or in substitution ‎for any such claims under such policies.‎

Insurance and Indemnification. (1) Prior 9.1 The Licensee agrees to obtain and maintain in force throughout the duration of this agreement, general liability and property damage insurance in the amount of $5,000,000.00 per occurrence, which policy shall name the Licensor as an additional insured and which policy shall be satisfactory to the Acquisition DateLicensee, the Company acting reasonably. 9.2 The Licensee shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate deliver to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately Licensor certificates of insurance prior to the delivery commencement of a Purchaser Call Option Exercise Notice each Welland Raiders Minor Lacrosse Association season, and in the event that the Licensee fails to do so, then this License may be immediately terminated at the Licensor’s option without further notice. 9.3 The Licensee shall defend and indemnify the Licensor and save it harmless from any and all losses or Triggering Event Noticeclaims, as actions, demands, liabilities and expenses (including, without limitation, legal fees) in connection with loss of life, personal injury and/or damage to or loss of property: a) arising out of any occurrence in or about The Facility; b) occasioned or caused wholly or in part by any act or omission of the case may be, Licensee or anyone for whom it is responsible at law; or c) arising from any breach by the Licensee of any provisions of this Agreement. The Foregoing indemnity shall survive the termination of this Agreement notwithstanding any provision of this Agreement to the Depositary, provided that such policies are not materially inconsistent with market standard protectionscontrary. 9.4 The Licensee shall use The Facility at its sole risk, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser Licensor shall not be required liable for any loss, injury, or damage caused to pay any amounts in respect of such coverage prior persons using The Facility or to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shallan property , from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries except to the extent that they are contained in same is attributable or caused by the Constating Documents negligence of the Company Licensor, its officers, officials, employees and agents, or its Subsidiaries any of them, the responsibility for insuring against any such loss, injury or disclosed in Section (gg) damage being that of the Company Disclosure LetterLicensee who hereby waives, on behalf of itself and acknowledges its insurers, any rights of subrogation against the Licensor. In addition and without limitation, the Licensee agrees that such rightsthe Licensor, except to the extent that they are disclosed in is attributable or caused by the Company Disclosure Letternegligence of the Town, its officers, officials, employees, and agents, or any of them, shall survive unamended not be liable for and hereby releases the Licensor from: a) Any injury or damage to persons or property resulting from fire, explosion, steam, water, rain, snow or gas which may leak into or issue or flow from any part of The Facility or from the Acquisition Effective Time water, steam, or drainage pipes or plumbing works of The Facility or from any other place or quarter; b) Any and shall continue in full force all claims, actions, causes of action, damages, demands for damages and effect in accordance with their terms other liabilities for a period of not less than six years from the Acquisition Date.or related to: (3) This Section 4.9 shall survive the consummation I. Any bodily injury, personal injury, illness or discomfort to or death of the Acquisition and is intended to be Licensee or any of its employees, contractors, invitees, customers, others for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that whom it is acting as agent on behalf in law responsible or any other, in or about The Facility; and II. Any loss or damage to all property in or about The Facility owned by the Licensee or others; c) Any indirect or consequential damages including, but no limited to, loss of the Indemnified Personsprofit.

Insurance and Indemnification. (1) Prior To the fullest extent permitted ----------------------------- by applicable law, the Executive shall be indemnified and held harmless for any action or failure to act in his capacity as a director, officer or employee of the Company. In furtherance of the foregoing and not by way of limitation, if Executive is a party or is threatened to be made a party to any suit because he is a director, officer or employee of the Company, he shall be indemnified against expenses, including reasonable attorney's fees, judgments, fines and amounts paid in settlement if he acted in good faith and in a manner reasonably believed to be in or not opposed to the Acquisition Datebest interest of the Company, and with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. Indemnification under this Section 10 shall be in addition to any other indemnification by the Company of its officers and directors. Expenses incurred by Executive in defending an action, suit or proceeding for which he claims the right to be indemnified pursuant to this Section 10 shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of Executive to repay such amount in the event that it shall ultimately be determined that he is not entitled to indemnification by the Company. Such undertaking shall be accepted without reference to the financial ability of Executive to make repayment. In addition, the Company shall purchase customary “tail” policies of use its best efforts to obtain and maintain a directors’ ' and officers’ ' liability insurance policy at a reasonable cost providing protection no less favourable in insurance coverage for its directors and officers generally with respect to claims made against its officers and directors and the aggregate Executive will be entitled to the protection provided by the policies maintained by of any such liability insurance policy which the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) maintains. The Purchaser shall, from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing as of the date obligations of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Date. (3) This Section 4.9 10 shall survive the consummation termination of the Acquisition and is intended to be for the benefit of, Employment Term and shall be enforceable by, all present and former directors and officers of apply notwithstanding any provision to the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified Personscontrary in Section 5 herein.

Insurance and Indemnification. (1) Prior to the Acquisition Effective Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards300% of the Company’s current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries. (2) The Purchaser shall, from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure LetterData Room, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure LetterData Room, shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Acquisition Effective Date. (3) This Section 4.9 shall survive the consummation of the Acquisition Arrangement and is intended to be for the benefit of, and shall be enforceable by, all the present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified Persons.

Insurance and Indemnification. (1a) Prior to the Acquisition Effective Date, the Company shall shall, in consultation with the Purchaser, purchase customary “tail” or “run off” policies of directors’ and officers’ liability insurance from an insurer(s) of nationally recognized standing providing protection no less favourable in the aggregate to than the protection provided by the policies maintained by or for the benefit of the Company and its Subsidiaries subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of matters or claims arising from actual or alleged acts, omissions, facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser shallwill, or shall will cause the Company and its Subsidiaries subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Acquisition Effective Date; provided that that: (i) the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time Time; and provided further that (ii) the cost of such policies shall not exceed market standards300% of the Company’s current annual aggregate premium for similar policies currently maintained by the Company or its subsidiaries. (2b) The Purchaser shallshall cause the Company and its subsidiaries to, from and after the Acquisition Effective Time, to the extent permitted by Law, honour all rights to indemnification or indemnification, exculpation and advancement now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries subsidiaries (“Indemnified D&Os”), to the fullest extent that they are contained in permitted by the Constating Documents of or applicable Law or under existing indemnification agreements provided to the Company or its Subsidiaries or disclosed in Section (gg) of Purchaser prior to the Company Disclosure Letter, date hereof and acknowledges that such rights, to the extent that they are disclosed in Section 4.7(b) of the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms terms, to the extent permitted by Law, with respect to actions, admission or omission of such Indemnified D&Os occurring on or prior to the Effective Date for a period of not less than six (6) years from the Acquisition DateEffective Date (the “D&O Indemnification Expiry”). (3c) This For greater certainty, any claims for indemnification pursuant to Section 4.9 4.7(b) asserted in good faith and in writing from an Indemnified D&O and in accordance with the Constating Documents or applicable Law or under existing indemnification agreements, as applicable, to the Company prior to the D&O Indemnification Expiry shall not thereafter be barred by such expiration and the rights set out in Section 4.7(b) in favour of the Indemnified D&O shall survive in respect of such claim. (d) If the consummation Company or any of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers its subsidiaries or any of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors or assigns (a) consolidates or amalgamates with, or merges into, any other person and assignsis not a continuing or surviving company or entity of such consolidation, and, for such purposeamalgamation or merger or (b) transfers all or substantially all of its properties and assets to any person, the Company hereby confirms Purchaser shall ensure that it is acting any such successor or assign (including, as agent on behalf applicable, any acquirer of substantially all of the Indemnified Personsproperties and assets of the Company or its subsidiaries) assumes all of the obligations set forth in this Section 4.7.

Insurance and Indemnification. (1a) Prior to the Acquisition Effective Date, the Company shall purchase customary “"tail” " policies of directors’ ' and officers’ ' liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser shallHudbay will, or shall will cause the Company and its Subsidiaries to to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Effective Date; provided provided, that the Purchaser Hudbay shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided provided, further that the cost of such policies policy shall not exceed market standards300% of the Company's current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries. (2b) The Purchaser shall, from and after the Acquisition Effective Time, Xxxxxx agrees that it shall honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure LetterLetter or required by Law, shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3c) This The provisions of this Section 4.9 shall survive the consummation of the Acquisition and is 5.15 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified Person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf their behalf. Furthermore, this Section 5.15 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Effective Date for a period of six years.

Insurance and Indemnification. (1) Prior to the Acquisition Effective Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser shallwill, or shall will cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Acquisition Effective Date; provided that the Purchaser shall will not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards200% of the Company’s current annual aggregate premium for policies currently maintained by the Company. (2) The Purchaser shall, from and after the Acquisition Effective Time, shall honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries to the extent that they are contained in have been disclosed to the Constating Documents Purchaser prior to the date of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letterthis Agreement, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letterhave been so disclosed, shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Acquisition Effective Date. The provisions of this Section 4.9 shall be binding, jointly and severally, on all successors of the Purchaser. (3) This Section 4.9 shall survive If the consummation Company or any of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and or any of their respective successors or assigns (i) consolidates or amalgamates with or merges or liquidates into any other Person and assignsis not a continuing or surviving corporation or entity of such consolidation, andamalgamation, for such purposemerger or liquidation, or (ii) transfers all or substantially all of its properties and assets to any Person, the Company hereby confirms Purchaser shall ensure that it is acting any such successor or assign (including, as agent on behalf applicable, any acquirer of substantially all of the Indemnified Personsproperties and assets of the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.9.

Insurance and Indemnification. (1a) Prior to the Acquisition Effective Date, the Company Aastra shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company Aastra and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser shallMitel will, or shall will cause the Company Aastra and its Subsidiaries to to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Effective Date; provided provided, that the Purchaser Mitel shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards200% of Aastra’s current annual aggregate premium for policies currently maintained by Aastra or its Subsidiaries. (2b) The Purchaser shall, from and after the Acquisition Effective Time, Mitel agrees that it shall honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company Aastra and its Subsidiaries to the extent that they are contained disclosed in the Constating Documents of the Company Aastra Data Room or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letterare otherwise on usual terms for indemnity arrangements, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure LetterAastra Data Room or are otherwise on usual terms for indemnity arrangements, shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3c) This The provisions of this Section 4.9 shall survive the consummation of the Acquisition and is 5.12 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified Person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company Aastra hereby confirms that it is acting as agent trustee on behalf their behalf, and agrees to enforce the provisions of this Section on their behalf. Furthermore, this Section 5.12 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Effective Date for a period of six years.

Insurance and Indemnification. (1) Prior to the Acquisition DateEffective Time, the Company shall shall, in consultation with the Purchaser, purchase customary fully pre-paid and non-cancelable “tail” policies of directors’ and officers’ liability fiduciary liability, and employment practices liability insurance from an insurer(s) of nationally recognized standing providing protection no less favourable in the aggregate to than the protection provided by the such policies maintained by or for the benefit of the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Time and providing protection in respect of claims and other matters arising from actual or alleged acts, omissions, facts or events which occurred on or prior to the Acquisition Date Effective Time, and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in full force and effect without any reduction in scope of coverage or coverage limits (other than a reduction of limits due to payments by the insurer(s) under the policies) for six (6) years from after the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the aggregate cost of such policies shall not exceed market standards350% of the Company’s and its Subsidiaries’ current annual aggregate premium for directors’ and officers’ liability, fiduciary liability, and employment practices liability insurance policies currently maintained by the Company or its Subsidiaries. (2) The Purchaser shall, from From and after the Acquisition Effective Time, honour the Purchaser shall honour, and shall cause the Company and its Subsidiaries to honour, all rights to indemnification or indemnification, exculpation and advancement existing as of immediately prior to the date of this Agreement Effective Time in favour of all the then present and former employees Employees, officers, directors and officers and directors managers of the Company and its Subsidiaries to the fullest extent that they are contained in permitted by the Constating Documents of or applicable Law or under indemnification agreements entered into in the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, Ordinary Course and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from after the Acquisition Effective Date. (3) This Section 4.9 shall survive If the consummation Company or any of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and or any of their respective successors or assigns (a) consolidates or amalgamates with, or merges or liquidates into, any other Person and assignsis not a continuing or surviving Company or entity of such consolidation, andamalgamation, for such purposemerger, amalgamation or liquidation, or (b) transfers all or substantially all of its properties and assets to any Person, the Company hereby confirms Purchaser shall ensure that it is acting any such successor or assign (including, as agent on behalf applicable, any acquirer of substantially all of the Indemnified Personsproperties and assets of the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.13.

Insurance and Indemnification. 7.6.1 Purchaser will, or will cause Target and its subsidiaries to, maintain in effect without any reduction in scope or coverage for six (16) Prior to years from the Acquisition Date, the Company shall purchase Effective Date customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company Target and its Subsidiaries subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Date; provided, however, that Purchaser acknowledges and agrees that prior to the Purchaser shallEffective Date, or shall cause Target may, in the Company alternative, purchase run off directors’ and its Subsidiaries officers’ liability insurance for a period of up to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that Effective Date with the Purchaser shall not be required to pay any amounts in respect prior written consent of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standardsPurchaser. (2) The 7.6.2 Purchaser shall, from and after the Acquisition Effective Time, agrees that it shall honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company Target and its Subsidiaries subsidiaries to the extent that they such rights are contained in the Constating Documents of the Company or its Subsidiaries or fully disclosed in Section (gg) 7.6.2 of the Company Target Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in Section 7.6.2 of the Company Target Disclosure Letter, shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Dateeffect. (3) This 7.6.3 The provisions of this Section 4.9 shall survive the consummation of the Acquisition and is 7.6 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company Target hereby confirms that it is acting as agent and trustee on behalf their behalf. 7.6.4 Purchaser will, and will cause Target and its subsidiaries to, provide on the Effective Date, a release to each of the Indemnified Personsdirectors and officers of the Target and its subsidiaries not continuing with Target or its subsidiaries, in a form satisfactory to Target acting reasonably, provided however that such release shall not release any liability for fraud and provided further that each director and officer shall release Target and its subsidiaries from any liability to him or her as a director or officer, other than liabilities relating to payments to which the director or officer is entitled in connection with the agreements set forth in the Target Disclosure Letter. In addition, the Purchaser will provide a release and indemnification on the Effective Date to certain representatives of Extorre or its subsidiaries as mutually agreed upon between the Parties, acting reasonably.

Insurance and Indemnification. (1a) Prior Pembina acknowledges that IPL has arranged to purchase the Acquisition tail directors' and officers' liability insurance policy disclosed in the IPL Disclosure Letter. (b) From and after the Effective Date, Pembina shall, and shall cause IPL and its Subsidiaries, (or any successor(s) thereto) to, until the Company shall purchase customary “tail” policies sixth (6th) anniversary of directors’ and officers’ liability insurance providing protection no less favourable the Effective Date (or, in the aggregate case of clause (ii) below, for so long thereafter as any claim for indemnification asserted on or prior to such date has not been finally adjudicated): (i) keep and not amend, modify or repeal any provision of the protection provided by current indemnity agreements in place for the policies maintained by current and former directors and officers of IPL and its Subsidiaries; (ii) continue to cause IPL (or a substitute entity with access to sufficient assets to satisfy such indemnity) to indemnify the Company current and former directors and officers of IPL and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, fullest extent to the Depositary, provided that which IPL and its Subsidiaries are permitted to indemnify such policies are not materially inconsistent directors and officers with market standard protections, and providing protection in respect of to any claims arising from facts or events which that occurred on or prior to the Acquisition Effective Date (including in connection with this Agreement or the transactions contemplated hereby); and (iii) not take any action so as to amend, modify or repeal the Purchaser shallprovisions for indemnification of directors, officers or shall cause employees contained in the Company organizational documents of IPL and its Subsidiaries in such a manner as would adversely affect the rights of any individual who shall have served as a director or officer of any of IPL and its Subsidiaries prior to maintain the Effective Date to be indemnified by such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts entities in respect of their serving in such coverage capacities at or prior to the Acquisition Effective Time Time. For greater certainty, Pembina's insurance and provided further that the cost indemnification obligations hereunder shall extend to all Subsidiaries of such policies shall not exceed market standardsIPL. (2c) The Purchaser shall, from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing as of the date provisions of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Date. (3) This Section 4.9 5.8 shall survive the consummation of the Acquisition transactions contemplated by this Agreement and is are intended to be for the benefit of, and shall will be enforceable by, all present each individual referred to in this Section 5.8, his or her heirs and former directors successors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchasercollectively, the Company, its Subsidiaries "Directors and their respective successors and assigns, Officers") and, for such purpose, the Company IPL hereby confirms that it is acting as agent and trustee on behalf of the Indemnified PersonsDirectors and Officers. Pembina agrees to pay from time to time as necessary all reasonable expenses, including reasonable attorneys' fees, that may be incurred by the Directors and Officers in enforcing the indemnity and other obligations provided for in this Section 5.8. The rights of the Directors and Officers under this Section 5.8 shall be in addition to, and not in limitation of, any other rights such Directors and Officers may have. (d) If, after the date hereof, any of Pembina or IPL or any of their respective Subsidiaries or any of their respective successors or assigns shall: (i) amalgamate, consolidate with or merge or wind up into any other Person and shall not be the continuing or surviving entity; or (ii) transfer all or substantially all of its prospective assets to any Person; then, and in each such case, proper provisions shall be made so that the successors and assigns of such entity, as applicable, shall assume all of the obligations set forth in this Section 5.8.

Insurance and Indemnification. (1) Prior From and after the Effective Time, Parent or Parent SubCo will, at Parent’s or Parent SubCo’s option, either (a) purchase (to a maximum purchase price per year of coverage equal to 200% of the Acquisition Date, average purchase price paid by Tundra per year of coverage over the Company shall purchase customary “tail” policies of three years preceding the date hereof) prepaid non cancellable run-off directors’ and officers’ liability insurance to be in effect without any reduction in scope or coverage for not less than six years from the Effective Date providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Tundra in favour of the Company directors and officers of Tundra and each of its Subsidiaries subsidiaries which are in effect immediately prior to the delivery Effective Date (and true and complete copies of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, which Tundra has provided to Parent SubCo prior to the Depositary, provided that such policies are not materially inconsistent with market standard protections, date hereof) and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Time or (b) purchase (to a maximum purchase price per year of coverage equal to 200% of the average purchase price paid by Tundra per year of coverage over the three years preceding the date hereof) as an extension of Tundra’s current insurance policies (and true and complete copies of which Tundra has provided to Parent SubCo prior to the Purchaser shalldate hereof), or shall cause the Company prepaid non cancellable run-off directors’ and its Subsidiaries officers’ liability insurance providing coverage comparable to maintain such tail that contained in Tundra’s existing policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided Effective Time with respect to claims arising from or related to facts or events that the Purchaser shall not be required to pay any amounts in respect of such coverage occurred at or prior to the Acquisition Effective Time and Time, in each case provided further that if comparable coverage may not be obtained at the cost of maximum purchase price per year specified above, then the coverage shall be as comparable as possible at such policies shall not exceed market standardsprice, to be determined by Parent or Parent SubCo in its sole discretion. (2) The Purchaser shall, from Tundra and after the Acquisition Effective Time, honour Parent SubCo agree that all rights to indemnification or exculpation existing in favour of the directors or officers of Tundra or any subsidiary of Tundra as of at the date of this Agreement as provided in favour of all present and former employees and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company Tundra’s articles or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, bylaws shall survive unamended from the Acquisition Effective Time transactions contemplated hereby and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition DateEffective Time. (3) This If Tundra or, following the Effective Time, Parent or any of their successors or assigns shall (a) amalgamate, consolidate with or merge or wind-up into any other person and, if applicable, shall not be the continuing or surviving corporation or entity; or (b) transfer all or substantially all of its properties and assets to any person or persons, then, and in each such case, proper provisions shall be made so that the successors, assigns and transferees of Tundra or Parent SubCo, as the case may be, shall assume all of the obligations set forth in this Section 4.9 7.7. (4) The provisions of this Section 7.7 shall survive the consummation of the Acquisition transactions contemplated by this Agreement and is are intended to be for the benefit of, and shall be enforceable by, all present and former the directors and officers of the CompanyTundra, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, Tundra and its Subsidiaries and their respective successors and assigns, and, for such purposethis purpose only, the Company Tundra hereby confirms that it is acting as agent trustee on behalf of the Indemnified Personstheir behalf.

Insurance and Indemnification. (1a) Prior Levon shall be entitled to the Acquisition Date, the Company shall purchase customary “tail” policies of run off directors’ and officers’ liability insurance providing protection no less favourable for a period of up to six years from the Effective Date with the prior written consent of SciVac, not to be unreasonably withheld. Levon shall ensure that the articles and/or by-laws of Levon and its subsidiaries (or their respective successors) shall contain the provisions with respect to indemnification set forth in Levon’s or the aggregate applicable subsidiary’s current articles and/or by-laws, which provisions shall not, except to the protection provided extent required by applicable Laws, be amended, repealed or otherwise modified for a period of six years from the policies maintained by the Company and its Subsidiaries which are Effective Date in effect any manner that would adversely affect any rights of indemnification of individuals who, immediately prior to the delivery Effective Date, were directors or officers of a Purchaser Call Option Exercise Notice Levon or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, and providing protection in respect any of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standardssubsidiaries. (2b) The Purchaser shall, from and after the Acquisition Effective Time, Levon agrees that it shall directly honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company Levon and its Subsidiaries subsidiaries, to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg7.5(b) of the Company Levon Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in Section 7.5(b) of the Company Levon Disclosure Letter, shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3c) This The provisions of this Section 4.9 shall survive the consummation of the Acquisition and is 7.5 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified Person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose. Furthermore, this Section 7.5 shall survive the Company hereby confirms that it is acting termination of this Agreement as agent on behalf a result of the Indemnified Personsoccurrence of the Effective Date for a period of six years. (d) Levon agrees to elect in prescribed form pursuant to subsection 110(1.1) of the Tax Act that neither it nor any person not dealing at Arm’s Length with it will deduct in computing its income for a taxation year any amount in respect of a payment made to a Levon Optionholder pursuant to the Plan of Arrangement.

Insurance and Indemnification. (1a) Prior to the Acquisition DateEffective Time, the Company shall purchase customary “tail” policies of directors’ and officers’ liability, products and completed operations liability and employment practices liability insurance providing protection from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Time and the Purchaser shallCompany will, or shall and will cause the Company and its Subsidiaries to to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition DateEffective Time; provided provided, that the Purchaser Company and its Subsidiaries shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards300% of the Company’s current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries. (2b) The Purchaser shallCompany will, from and after the Acquisition Effective Timewill cause its Subsidiaries to, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries to under Law and under the extent that they are contained in the Constating Documents articles or other constating documents of the Company or and/or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rightsor, to the extent that they are disclosed in the Company Disclosure Letter, under any agreement or contract of any indemnified person with the Company or with any of its Subsidiaries, and acknowledges that such rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement, and, to the extent within the control of the Company, the Company shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3c) This From and following the Effective Time, the Purchaser will cause the Company to comply with its obligations under Section 4.9 5.8(a) and Section 5.8(b). (d) If the Company or the Purchaser or any of their successors or assigns shall survive (i) amalgamate, consolidate with or merge or wind-up into any other person and shall not be the consummation continuing or surviving corporation or entity; or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns and transferees of the Acquisition and is Company or the Purchaser, as the case may be, shall assume all of the obligations of the Company or the Purchaser, as applicable, set forth in this Section 5.8. (e) The provisions of this Section 5.8 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified Person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent trustee on behalf their behalf, and agrees to enforce the provisions of this Section 5.8 on their behalf. Furthermore, this Section 5.8 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Effective Date for a period of six years.

Insurance and Indemnification. (1a) Prior to the Acquisition Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shall, from and after the Acquisition Effective Time, Time cause the Company to honour and maintain in effect without reduction in scope all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries subsidiaries (each such person, an “Indemnified Person”) (including pursuant to the extent that they are contained in any Contract or the Constating Documents in effect as of the Company or its Subsidiaries or disclosed in Section (ggdate hereof, provided copies of such documents have been made available to Purchaser) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3b) Prior to the Effective Time, the Company may (subject to complying with the terms of this Section 6.1 in respect of cost and policy terms) and, if the Company is unable to, the Purchaser shall cause the Company as of the Effective Time to obtain customary “tail” or “run off” policies for directors’ and officers’ liability insurance policies providing protection comparable to the most favourable protection provided by the policies maintained by the Company and its subsidiaries on the date hereof for a claims reporting or run-off and extended reporting period of six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carriers with respect to directors’, officers’ and employees’ liability insurance (“D&O Insurance”), provided that the Company will not be required, in order to maintain such directors’ and officers’ liability insurance policies, to pay annual premiums in excess of 300% of the annual cost of the Company’s existing policies; and provided further that, if equivalent coverage cannot be obtained or can only be obtained by paying annual premiums in excess of 300% of the Company’s current premiums, the Purchaser shall only be required to cause the Company to obtain as much coverage as can be obtained by paying annual premiums equal to 300% of the Company’s current premiums. (c) If the Company or Purchaser or Parent or any of their successors or assigns shall (i) amalgamate, consolidate with or merge or wind-up into any other person and, if applicable, shall not be the continuing or surviving corporation or entity or (ii) transfer all or substantially all of its properties and assets to any person or persons, then, and in each such case, proper provisions shall be made so that the successors, assigns and transferees of the Company or Purchaser or Parent, as the case may be, shall assume all of the obligations set forth in this Section 6.1. (d) If any Indemnified Person makes any claim for indemnification or advancement of expenses under this Section 6.1 that is denied by the Company or Purchaser, and a court of competent jurisdiction determines that the Indemnified Person is entitled to such indemnification pursuant to this Section 6.1, then the Company and/or Purchaser shall pay such Indemnified Person’s costs and expenses, including reasonable legal fees and expenses, incurred in connection with pursuing such claim against the Company or Purchaser. (e) The rights of the Indemnified Persons under this Section 6.1 shall be in addition to any rights such Indemnified Persons may have under the Company’s Constating Documents or any of the constating documents of its subsidiaries, or under any applicable Law or under any Contract of any Indemnified Person with the Company or any of its subsidiaries. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto in favour of any Indemnified Person as provided in the Company’s Constating Documents or constating documents of any subsidiary of the Company or any Contract between such Indemnified Person and Company or any of its subsidiaries shall survive the Effective Time and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Person. (f) Purchaser agrees that, to the extent the Company fails to honour its obligations under this Section 6.1, it shall directly honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of the Company and its subsidiaries, which shall survive the completion of the Arrangement and shall continue in full force and effect in accordance with their terms. (g) This Section 4.9 6.1 shall survive the consummation of the Acquisition Arrangement and is intended to be for the benefit of, and shall be enforceable by, all present each Indemnified Person and former directors and officers of the Company, its Subsidiaries and their respective his or her heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, Company and its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent and trustee on behalf of the Indemnified Persons; provided, however, that no approval of any beneficiary of such trust will be required in connection with any amendment or variation of this Section 6.1 prior to the Effective Date.

Insurance and Indemnification. (1) Prior to the Acquisition Effective Date, the Company shall purchase customary “"tail” " policies of directors’ ' and officers’ ' liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser shallshall , or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards250% of the Company's current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries. (2) The Purchaser shallCompany will, from and after the Acquisition Effective Timewill cause its Subsidiaries to, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rightsunder Law and, to the extent that they are disclosed in Section 4.8(2) of the Company Disclosure Letter, under the articles or other constating documents of the Company and/or its Subsidiaries or under any agreement or contract of any indemnified person with the Company or with any of its Subsidiaries, and acknowledges that such rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement, and, to the extent within the control of the Company, the Company shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3) This Section 4.9 If the Company or the Purchaser or any of their successors or assigns shall survive the consummation of the Acquisition and is intended to be for the benefit of(i) amalgamate, consolidate with or merge or wind-up into any other person and shall not be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified Persons.continuing or surviving corporation or entity; or

Insurance and Indemnification. (1) Prior to the Acquisition Effective Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser Parent shall, or shall cause the Company and its Subsidiaries subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Acquisition Effective Date; provided that the Purchaser Company shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards300% of the Company’s current annual aggregate premium for policies currently maintained by the Company or its subsidiaries. (2) The Purchaser Company shall, from and after following the Acquisition Effective TimeDate, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all its and its subsidiaries respective present and former employees and employees, officers and directors of the Company and its Subsidiaries to the full extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rights, permitted by Law to the extent that they are disclosed in the Company Disclosure Letter, and acknowledges that such rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Acquisition Effective Date. (3) This Section 4.9 If the Company or any of its subsidiaries or any of their respective successors or assigns: (i) consolidates with or merges into any other person and is not a continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any person, the Parent shall survive the consummation take commercially reasonable efforts to ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the Acquisition properties and is intended to be assets of the Company or its subsidiaries) assumes all of the obligations set forth in this Section 5.10. (4) The Company shall act as agent and trustee of the benefits of the foregoing for the benefit of, and shall be enforceable by, all present current and former directors and officers of the Company, its Subsidiaries Company for the purpose of Section 5.10(2). This Section 5.10 shall survive the execution and their respective heirs, executors, administrators delivery of this Agreement and personal representatives (the “Indemnified Persons”) completion of the Arrangement and shall be binding on enforceable against the Purchaser, the Parent or Company, its Subsidiaries and their respective successors and assignsas applicable, and, for such purpose, by the Company hereby confirms that it is acting as agent on behalf of the Indemnified Personspersons described in Section 5.10(2).

Insurance and Indemnification. (1a) Prior to the Acquisition DateEffective Time, the Company Whistler shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained by the Company Whistler and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Time and the Purchaser shallWhistler will, or shall and will cause the Company and its Subsidiaries to to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition DateEffective Time; provided provided, that the Purchaser Whistler and its Subsidiaries shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards300% of Whistler’s current annual aggregate premium for policies currently maintained by Whistler or its Subsidiaries. (2b) The Purchaser shallWhistler will, from and after the Acquisition Effective Timewill cause its Subsidiaries to, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company Whistler and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rightsunder Law and, to the extent that they are disclosed in the Company Whistler Disclosure Letter, under the articles or other constating documents of Whistler and/or its Subsidiaries or under any agreement or contract of any indemnified person with Whistler or with any of its Subsidiaries, and acknowledges that such rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement, and, to the extent within the control of Whistler, Whistler shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3c) This From and following the Effective Time, Vail will cause Whistler to comply with its obligations under Section 4.9 5.12(a) and Section 5.12(b). (d) If Whistler or Vail or any of their successors or assigns shall survive (i) amalgamate, consolidate with or merge or wind-up into any other person and shall not be the consummation continuing or surviving corporation or entity; or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns and transferees of Whistler or Vail, as the case may be, shall assume all of the Acquisition and is obligations of Whistler or Vail, as applicable, set forth in this Section 5.12. (e) The provisions of this Section 5.12 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified Person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company Whistler hereby confirms that it is acting as agent trustee on behalf their behalf, and agrees to enforce the provisions of this Section 5.12 on their behalf. Furthermore, this Section 5.12 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Effective Date for a period of six years.

Insurance and Indemnification. (1) Prior The Parties agree that all rights to indemnification or exculpation now existing in favour of the present and former directors and officers of the Company or of any of its Subsidiaries or who acts as a fiduciary under any Company Plan (each such present or former director or officer of the Company or of any of its Subsidiaries or fiduciary being herein referred to as an “Indemnified Party” and such Persons collectively being referred to as the “Indemnified Parties”) as provided in the Organizational Documents of the Company or any of its Subsidiaries in effect as of the date of this Agreement or any Contract by which the Company or any of its Subsidiaries is bound and which is in effect as of the date hereof (including provisions relating to the Acquisition Dateadvancement of expenses incurred in the defense of any action or suit), copies of which have been delivered to the Purchaser, will survive the completion of the Plan of Arrangement and continue in full force and effect and without modification for a period of not less than six years from the Effective Time, with respect to actions or omissions of the Indemnified Parties occurring prior to the Effective Time. (2) The Purchaser will, or will cause the Company shall purchase and its Subsidiaries to, maintain in effect for six (6) years from the Effective Date customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and Effective Date; provided, however, that the Purchaser shallacknowledges and agrees that prior to the Effective Time, notwithstanding any other provision hereof, the Company may, at its option, purchase prepaid run-off directors’ and officers’ liability insurance on terms substantially similar to the directors’ and officers’ liability policies currently maintained by the Company and its Subsidiaries, but providing coverage for a period of six (6) years from the Effective Date with respect to claims arising from or related to facts or events which occurred on or prior to the Effective Date; provided further, that the premiums for any such policies, including any policy the Purchaser puts in place, shall cause not exceed 300% of the current premium paid by the Company and its Subsidiaries to maintain (it being understood and agreed that in the event such tail policies directors’ and officers’ liability insurance cannot be obtained for 300% of such last annual premium or less, in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that aggregate, the Purchaser shall not only remain obligated to provide the greatest directors’ and officers’ liability insurance coverage as may be required to pay any amounts in respect of obtained for such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shall, from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Dateamount). (3) This The provisions of this Section 4.9 4.10 shall survive the consummation of the Acquisition Arrangement and is are and are intended to be for the benefit of, and shall will be enforceable by, all present and former directors and officers of the Companyeach Indemnified Party, its Subsidiaries and their respective his or her heirs, executors, administrators and personal other legal representatives and such rights will be held by the Company, and any successor to the Company (including any Surviving Corporation), in trust for such Persons and the “Company hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of each Indemnified Persons”Party, his or her heirs, executors, administrators and other legal representatives; provided, however, that no approval of any beneficiary of such trust will be required in connection with an amendment or variation of this Section 4.10 prior to the Effective Time. (4) and shall be binding on If the Purchaser, the Company, Company or any of its Subsidiaries and or any of their respective successors or assigns (i) consolidates with or merges into any other Person and assignsis not the continuing or Surviving Corporation or entity of such consolidation or merger, and, for such purposeor (ii) transfers all or substantially all of its properties and assets to any Person, the Company hereby confirms Purchaser shall ensure that it is acting any such successor or assign (including, as agent on behalf applicable, any acquirer of substantially all of the Indemnified Personsproperties and assets of the Company or any of its Subsidiaries) assumes all of the obligations set forth in this Section 4.10. (5) Nothing in this Agreement is intended to, shall be construed to, or shall release, waive or impair any rights to directors’ and officers’ liability insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of its respective directors, officers or other employees, it being understood and agreed that the indemnification and other rights provided for in this Section 4.10 are not prior to or in substitution for any such claims under such policies.

Insurance and Indemnification. (1a) Prior To the fullest extent permitted by the indemnification provisions of the laws of the state or jurisdiction of the Company’s incorporation in effect from time to time, and subject to the Acquisition Dateconditions thereof, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in (i) indemnify the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event NoticeExecutive, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, a director and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shall, from and after the Acquisition Effective Time, honour all rights to indemnification or exculpation existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents officer of the Company or its Subsidiaries a trustee or disclosed in Section (gg) fiduciary of an employee benefit plan of the Company Disclosure Letteragainst all liabilities and reasonable expenses that the Executive may incur in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal or administrative, or investigative and whether formal or informal, because the Executive is or was a director or officer of the Company or a trustee or fiduciary of such employee benefit plan, and acknowledges that (ii) pay for or reimburse the reasonable expenses upon submission of appropriate documentation incurred by the Executive in the defense of any proceeding to which the Executive is a party because the Executive is or was a director or officer of the Company or a trustee or fiduciary of such rightsemployee benefit plan, including an advancement of such expenses to the extent that they are disclosed permitted by applicable law, subject to the Executive’s execution of any legally required repayment undertaking. The preceding indemnification right shall be in addition to, and not in lieu of, any rights to indemnification to which the Executive may be entitled under the articles of incorporation and bylaws of the Company Disclosure Letter, in effect from time to time. The indemnification rights of the Executive in this Section 7 are referred to below as the “Indemnification Provisions.” The rights of the Executive under the Indemnification Provisions shall survive unamended from the Acquisition Effective Time and shall continue in full force and effect in accordance cessation of the Executive’s employment with their terms for a period of not less than six years from the Acquisition DateCompany. (3b) This Section 4.9 The Company shall survive maintain a directors' and officers' liability insurance policy, or an equivalent errors and omissions liability insurance policy, covering the consummation of Executive with scope, exclusions, amounts and deductibles that are customary for a public company comparable to the Acquisition Company and is intended no less favorable to the insured than those applicable to the Company’s senior officers and directors on the Execution Date, or any more favorable as may be for the benefit of, and shall be enforceable by, all present and former directors and officers available to any other director or senior executive of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (while the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, Executive is employed with the Company hereby confirms that it is acting as agent on behalf and thereafter until the sixth anniversary of the Indemnified PersonsExecutive's termination date.

Insurance and Indemnification. (1a) Prior to the Acquisition DateEffective Time, the Company shall purchase obtain from a reputable third-party insurance carrier with the same or better credit rating as the Company’s current insurance carriers with respect to directors’ and officers’ liability insurance, and fully pay the necessary premium for, customary “tail” policies of directors’ and officers’ liability insurance for the benefit of the existing directors and officers of the Company and its Subsidiaries providing protection for a claims reporting or discovery period beginning at the Effective Time and continuing for not less than six years from and after the Effective Date and with terms and conditions (including retentions and limits of liability) that are no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which that are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which that occurred on or prior to the Acquisition Date Effective Date. (b) From and after the Purchaser shallEffective Time, or Sunoco shall cause the Company and each of its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shall, from and after the Acquisition Effective Timeto, honour all rights to in any existing indemnification provisions or exculpation existing as of the date of this Agreement in favour of all present and former employees and officers and directors of agreements with the Company and any of its Subsidiaries Subsidiaries, to the extent that they are contained are: (i) included in the Constating Documents of the Company and any of its Subsidiaries; or (ii) provided for by Law; or (iii) included in any existing agreements with the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure LetterSubsidiaries, and acknowledges the Purchaser Parties acknowledge that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3c) This If Sunoco, the Company or any of its Subsidiaries or any of their respective successors or assigns: (i) consolidates with, amalgamates or merges into any other Person; or (ii) transfers all or substantially all of its properties and assets to any Person, Sunoco shall ensure that any resulting entity or assign assumes all of the obligations set forth in this Section 4.9 4.10 and acknowledge that such rights shall survive the consummation of the Acquisition and is intended to be for the benefit of, Effective Time and shall be enforceable by, all present continue in full force and former directors and officers effect in accordance with their terms for a period of not less than six years from the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified PersonsEffective Date.

Insurance and Indemnification. (1a) Prior to the Acquisition DateEffective Time, the Company shall HighGold may purchase customary “tail” policies of directors’ and officers’ liability, products and completed operations liability and employment practices liability insurance providing protection from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained by the Company HighGold and its Subsidiaries subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Time and the Purchaser shallContango will, and will cause HighGold or shall cause the Company and its Subsidiaries to subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition DateEffective Time; provided provided, that the Purchaser HighGold and its subsidiaries shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards300% of HighGold’s current annual aggregate premium for policies currently maintained by HighGold or its subsidiaries. (2b) The Purchaser shall, from Contango agrees that it will cause HighGold and after the Acquisition Effective Timeits subsidiaries to, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company HighGold and its Subsidiaries to subsidiaries under Law and under the extent that they are contained in the Constating Documents articles or other constating documents of the Company or HighGold and/or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rightssubsidiaries or, to the extent that they are disclosed in the Company HighGold Disclosure Letter, under any agreement or contract of any indemnified person with HighGold or with any of its subsidiaries, and acknowledges that such rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement, and, to the extent within the control of Contango, Contango shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3c) This From and following the Effective Time, Contango and the Purchaser will cause HighGold to comply with its obligations under Section 4.9 8.5(a) and Section 8.5(b). (d) If HighGold, Contango, the Purchaser or any of their successors or assigns shall survive (i) amalgamate, consolidate with or merge or wind-up into any other person and shall not be the consummation continuing or surviving corporation or entity; or (ii) transfer all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that the successors and assigns and transferees of HighGold or Contango, as the case may be, shall assume all of the Acquisition and is obligations of HighGold, Contango or Purchaser, as applicable, set forth in this Section 8.5. (e) The provisions of this Section 8.5 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company XxxxXxxx hereby confirms that it is acting as agent trustee on behalf their behalf, and agrees to enforce the provisions of this Section 8.5 on their behalf. Furthermore, this Section 8.5 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Effective Date for a period of six years.

Insurance and Indemnification. (1) Prior to the Acquisition Effective Date, the Company shall purchase from an insurance carrier with the same or better credit rating as the Company’s current insurance carriers customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to than the protection provided by the policies maintained by the Company and its the Company Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser shallwill, or shall will cause the Company and its the Company Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Effective Date; provided that the Purchaser shall will not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards300% of the Company’s and the Company Subsidiaries’ current annual aggregate premium for policies currently maintained by the Company and its Subsidiaries. (2) The Purchaser shall, from and after the Acquisition Effective Time, shall honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its the Company Subsidiaries to the extent that they (each, a “Section 4.10 Indemnified Person”), whether such rights are contractual or are contained in the Constating Documents bylaws of the Company or its Subsidiaries or disclosed in Section (gg) a Company Subsidiary; and all such rights shall survive the completion of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure LetterPlan of Arrangement, shall survive unamended from the Acquisition Effective Time not be amended or rescinded, and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3) If the Purchaser, the Company or any Company Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties or assets to any Person, the Purchaser shall ensure that any successor or assign (including, as applicable, any acquirer of substantially all of the properties or assets of the Company or Company Subsidiaries) assumes all of the obligations set forth in this Section 4.10. (4) This Section 4.9 4.10 shall survive the consummation of the Acquisition Arrangement and is intended to be for the benefit of, and shall be enforceable by, all present each Section 4.10 Indemnified Person and former directors and officers of the Company, its Subsidiaries and their respective his or her heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, Company and the Company, its Subsidiaries Purchaser and their respective successors and assigns, and, and for such purpose, the Company hereby confirms that it is acting as agent and trustee on behalf of the Indemnified Persons; provided, however that no approval of any beneficiary of such trust will be required in connection with any amendment or variation of this Section 4.10 prior to the Effective Time.

Insurance and Indemnification. (1a) Prior to the Acquisition DateEffective Time, the Company shall purchase customary “tail” policies of directors’ and officers’ liability, products and completed operations liability and employment practices liability insurance providing protection from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Time and the Purchaser shallCompany will, or shall and will cause the Company and its Subsidiaries to to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition DateEffective Time; provided provided, that the Purchaser Company and its Subsidiaries shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards300% of the cost of the existing policy. From and after the Effective Time, the Company or the Purchaser, as applicable, agrees not to take any action to terminate such directors’ and officers’ liability insurance or adversely affect the rights of the Company’s present and former directors and officers thereunder. (2b) The Purchaser shallCompany will, from and after the Acquisition Effective Timewill cause its Subsidiaries to, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries to under Law and under the extent that they are contained in the Constating Documents articles or other constating documents of the Company or and/or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, and acknowledges that such rightsor, to the extent that they are disclosed in the Company Disclosure Letter, under any agreement or contract of any indemnified person with the Company or with any of its Subsidiaries, and acknowledges that such rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement, and, to the extent within the control of the Company, the Company shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3c) This From and following the Effective Time, the Purchaser will, jointly and severally, cause the Company to comply with its obligations under Section 4.9 5.5(a) and Section 5.5(b). (d) If the Company or the Purchaser or any of their successors or assigns shall survive (i) amalgamate, consolidate with or merge or wind-up into any other person and shall not be the consummation continuing or surviving corporation or entity; or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns and transferees of the Acquisition and is Company or the Purchaser, as the case may be, shall assume all of the obligations of the Company or the Purchaser, as applicable, set forth in this Section 5.5. (e) The provisions of this Section 5.5 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified Person (as identified in the relevant policy), his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent trustee on behalf their behalf, and agrees to enforce the provisions of this Section 5.5 on their behalf. Furthermore, this Section 5.5 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Effective Date for a period of six years.

Insurance and Indemnification. (1a) Prior From and after the Effective Time, Golden will, at Golden’s option, either (a) purchase (to a maximum purchase price per year of coverage equal to 200% of the Acquisition Date, average purchase price paid by ECU and its subsidiaries per year of coverage over the Company shall purchase customary “tail” policies of three (3) years preceding the date hereof) prepaid non-cancellable run-off directors’ and officers’ liability insurance to be in effect without any reduction in scope or coverage for not less than six (6) years from the Effective Date providing protection no less favourable in the aggregate to the protection provided by the policies maintained by ECU in favour of the Company directors and officers of ECU and its Subsidiaries subsidiaries which are in effect immediately prior to the delivery Effective Date (and true and complete copies of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, which ECU has provided to Golden prior to the Depositary, provided that such policies are not materially inconsistent with market standard protections, date hereof) and providing protection in respect of claims arising from facts or events which occurred on prior to the Effective Time or (b) purchase (to a maximum purchase price per year of coverage equal to 200% of the average purchase price paid by ECU and its subsidiaries per year of coverage over the three (3) years preceding the date hereof) as an extension of the current insurance policies of ECU and its subsidiaries, prepaid non-cancellable run-off directors’ and officers’ liability insurance providing coverage comparable to that contained in the existing policies of ECU and its subsidiaries for six (6) years from the Effective Time with respect to claims arising from or related to facts or events that occurred at or prior to the Acquisition Date and the Purchaser shallEffective Time, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; each case provided that the Purchaser shall if comparable coverage may not be required obtained at the maximum purchase price per year specified above, then the coverage shall be as comparable as possible at such price, to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standardsbe determined by Golden, acting reasonably. (2b) The Purchaser shall, from Golden agrees that it shall cause ECU and after the Acquisition Effective Time, its subsidiaries to honour all rights to expense reimbursement, indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company ECU and its Subsidiaries to the extent that they are contained subsidiaries as provided for in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Lettertheir respective articles and by-laws, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Acquisition Effective Date. (3c) This If ECU or, following the Effective Time, Golden or any of its successors or assigns shall (a) amalgamate, consolidate with or merge or wind-up into any other person and, if applicable, shall not be the continuing or surviving corporation or entity; or (b) transfer all or substantially all of its properties and assets to any person or persons, then, and in each such case, proper provisions shall be made so that the successors, assigns and transferees of ECU or Golden, as the case may be, shall assume all of the obligations set forth in this Section 4.9 7.6. (d) The provisions of this Section 7.6 shall survive the consummation of the Acquisition transactions contemplated by this Agreement and is the Plan of Arrangement and are intended to be for the benefit of, and shall be enforceable by, all present and former the directors and officers of the CompanyECU and its subsidiaries, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, ECU and its Subsidiaries subsidiaries and their respective successors and assigns, and, for such purposethis purpose only, the Company ECU hereby confirms that it is acting as agent trustee on behalf of the Indemnified Personstheir behalf.

Insurance and Indemnification. (1) Prior to the Acquisition Effective Date, the Company shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, Effective Date and on such terms as the case Purchaser may berequest, to the Depositary, provided that such policies are not materially inconsistent with market standard protectionsacting reasonably, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six two (2) years from the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards250% of the Company’s current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries. (2) The Purchaser shall, from and after following the Acquisition Effective TimeDate, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries to the extent that they are contained (i) included in the Constating Documents of the Company or any of its Subsidiaries Subsidiaries, or (ii) disclosed in Section (gg) of the Company Disclosure LetterData Room, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, Data Room under both (i) and (ii) shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Acquisition Effective Date. (3) This Section 4.9 If the Company or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, the Purchaser shall survive the consummation ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the Acquisition properties and is intended to be assets of the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.8. (4) The Purchaser shall act as agent and trustee of the benefits of the foregoing for the benefit of, and shall be enforceable by, all present current and former directors and officers of the Company, its Subsidiaries Company for the purpose of Section 4.8(2). This Section 4.8 shall survive the execution and their respective heirs, executors, administrators delivery of this Agreement and personal representatives (the “Indemnified Persons”) completion of the Arrangement and shall be binding on enforceable against the Purchaser, Purchaser by the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified PersonsPersons described in Section 4.8(2).

Insurance and Indemnification. (1) Prior to the Acquisition Effective Date, EHT shall, and SKYE may (to the Company shall extent determined to be necessary or appropriate by the SKYE Special Committee), purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by EHT and the Company EHT Subsidiaries or SKYE and its Subsidiaries the SKYE Subsidiaries, as applicable, which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date Effective Date; provided that there shall be no so-called “side A coverage” and that the cost of such policies will not exceed 300% of the annual premiums currently in effect for such director and officer liability coverage and that if such insurance coverage is unavailable, SKYE will, or will cause EHT and the Purchaser shallEHT Subsidiaries or will cause the SKYE Subsidiaries, as applicable, to maintain tail policies with the best available insurance coverage whose cost will not exceed 300% of the annual premiums currently in effect for such director and officer liability coverage. SKYE will, or shall will cause EHT and the Company EHT Subsidiaries or SKYE and its Subsidiaries to the SKYE Subsidiaries, as applicable, to, maintain such tail policies in effect without any reduction in scope or coverage for six three years from the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Purchaser shall, from and after the Acquisition Effective Time, SKYE agrees that it shall directly honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company EHT and its Subsidiaries Subsidiaries, including all rights pursuant to the extent that they are contained in the Constating Organizational Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Lettersuch entities and any contractual rights, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition DateEffective Date and SKYE undertakes to ensure that this covenant shall remain binding upon its successors and assigns. (3) This The provisions of this Section 4.9 shall survive the consummation of the Acquisition and is 4.7 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company EHT hereby confirms that it is acting as agent and trustee on behalf of the Indemnified Personstheir behalf.

Insurance and Indemnification. (1) Prior to the Acquisition DateEffective Time, the Company shall, in reasonable consultation with the Purchaser, (and, if the Company is unable to, the Purchaser shall purchase cause the Company as of the Effective Time to) obtain and fully pay a single premium for, customary “tail” policies of directors’ and officers’ liability insurance from an insurance carrier with the same or better credit rating as the Company’s current insurance carriers with respect to directors’ and officers’ liability insurance providing protection for a claims reporting or discovery period beginning at the Effective Time and continuing for not less than six years from and after the Effective Date and with terms, conditions (including retentions and limits of liability) that are no less favourable in the aggregate to the directors and officers of the Company than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such “tail” policies shall not exceed market standards300% of the annual premiums for the Company’s directors’ and officers’ liability insurance and errors and omissions insurance in effect as of the date of this Agreement. (2) The Purchaser shall, from From and after the Acquisition Effective Time, the Purchaser shall honour all rights to indemnification or exculpation existing as of the date of this Agreement hereof in favour of all present and former employees directors and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure LetterSubsidiaries, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time completion of the Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Dateterms. (3) This From and after the Effective Time, the Purchaser shall, and shall cause the Company to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (and to also advance expenses as incurred to the fullest extent permitted under applicable Law), each present and former director and officer of the Company and its Subsidiaries (each, an “Indemnified Person”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding arising out of or related to such Indemnified Person’s service as a director or officer of the Company or any of its Subsidiaries or services performed by such Persons at the request of the Company or any of its Subsidiaries at or prior to or following the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including the approval or completion of this Agreement and the Arrangement or any of the other transactions contemplated by this Agreement or arising out of or related to this Agreement and the transactions contemplated hereby. None of the Purchaser, the Company or any of their respective Subsidiaries shall settle, compromise or consent to the entry of any judgment in any Proceeding involving or naming an Indemnified Person or arising out of or related to an Indemnified Person’s service as a director or officer of the Company or any of its Subsidiaries or services performed by such Indemnified Person at the request of the Company or any of its Subsidiaries at or prior to or following the Effective Time without the prior written consent (not to be unreasonably withheld or delayed) of that Indemnified Person, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such Proceeding. (4) If any Indemnified Person makes any claim for indemnification or advancement of expenses under this Section 4.9 4.8 that is denied by the Company or the Purchaser, and a court of competent jurisdiction determines that the Indemnified Person is entitled to such indemnification, then the Company and the Purchaser shall pay such Indemnified Person’s reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses, incurred in connection with pursuing such claim against the Company or the Purchaser. (5) The rights of the Indemnified Persons under this Section 4.8 shall be in addition to any rights such Indemnified Persons may have under the Company Constating Documents or the constating documents of any of its Subsidiaries that has been disclosed in the Data Room, or under any applicable Law or customary directors and officers indemnification agreement of any Indemnified Person with the Company or any of its Subsidiaries. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto in favour of any Indemnified Person as provided in the constating documents of the Company or any of its Subsidiaries that has been disclosed in the Data Room or any customary directors and officers indemnification agreement between such Indemnified Person and the Company or any of its Subsidiaries shall survive the consummation of the Acquisition and is intended to be for the benefit of, Effective Time in accordance with their terms and shall not be enforceable byamended, all present and former directors and officers repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Person without the consent of such Indemnified Person. (6) If any of the Company, its Subsidiaries and the Purchaser or any of their respective heirssuccessors or assigns shall (a) amalgamate, executors, administrators and personal representatives (the “Indemnified Persons”) consolidate with or merge or wind-up into any other person and shall not be binding on the continuing or surviving corporation or entity, or (b) transfer all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that the successors and assigns and transferees of the Company or the Purchaser, as the Companycase may be, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf shall assume all of the Indemnified Personsobligations set forth in this Section 4.8.

Insurance and Indemnification. (1) Prior The Company shall be entitled to purchase run off directors' and officers' liability insurance for a period of up to six years from the Acquisition DateEffective Date with the prior written consent of the Acquiror, not to be unreasonably withheld, provided that the aggregate cost therefor does not exceed 300% of the annual premiums currently in effect. The Acquiror shall cause the Company shall purchase customary “tail” policies to ensure that the articles and/or by-laws of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries subsidiaries (or their respective successors) shall contain the provisions with respect to indemnification set forth in the Company's or the applicable subsidiary's current articles and/or by-laws, which are provisions shall not, except to the extent required by applicable Laws, be amended, repealed or otherwise modified for a period of six years from the Effective Date in effect any manner that would adversely affect any rights of indemnification of individuals who, immediately prior to the delivery Effective Date, were directors or officers of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Date and the Purchaser shall, or shall cause the Company and or any of its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Acquisition Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standardssubsidiaries. (2) The Purchaser shall, from and after Acquiror agrees that it shall cause the Acquisition Effective Time, Company to honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Lettersubsidiaries, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Effective Date. (3) This The provisions of this Section 4.9 shall survive the consummation of the Acquisition and is 5.6 are intended to be for the benefit of, and shall be enforceable by, all present each insured or indemnified Person, his or her heirs and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal his or her legal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent and trustee on behalf their behalf. Furthermore, this Section 5.6 shall survive the termination of this Agreement as a result of the Indemnified Personsoccurrence of the Effective Date for a period of six years.

Insurance and Indemnification. (1) Prior to the Acquisition DateEffective Time, the Company shall shall, in consultation with the Purchaser, purchase customary fully pre-paid and non-cancelable “tail” policies of directors’ ' and officers’ ' liability fiduciary liability, and employment practices liability insurance from an insurer(s) of nationally recognized standing providing protection no less favourable in the aggregate to than the protection provided by the such policies maintained by or for the benefit of the Company and its Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Time and providing protection in respect of claims and other matters arising from actual or alleged acts, omissions, facts or events which occurred on or prior to the Acquisition Date Effective Time, and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in full force and effect without any reduction in scope of coverage or coverage limits (other than a reduction of limits due to payments by the insurer(s) under the policies) for six (6) years from after the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the aggregate cost of such policies shall not exceed market standards350% of the Company's and its Subsidiaries' current annual aggregate premium for directors' and officers' liability, fiduciary liability, and employment practices liability insurance policies currently maintained by the Company or its Subsidiaries. (2) The Purchaser shall, from From and after the Acquisition Effective Time, honour the Purchaser shall honour, and shall cause the Company and its Subsidiaries to honour, all rights to indemnification or indemnification, exculpation and advancement existing as of immediately prior to the date of this Agreement Effective Time in favour of all the then present and former employees Employees, officers, directors and officers and directors managers of the Company and its Subsidiaries to the fullest extent that they are contained in permitted by the Constating Documents of or applicable Law or under indemnification agreements entered into in the Company or its Subsidiaries or disclosed in Section (gg) of the Company Disclosure Letter, Ordinary Course and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from after the Acquisition Effective Date. (3) This Section 4.9 shall survive If the consummation Company or any of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and or any of their respective successors or assigns (a) consolidates or amalgamates with, or merges or liquidates into, any other Person and assignsis not a continuing or surviving Company or entity of such consolidation, andamalgamation, for such purposemerger, amalgamation or liquidation, or (b) transfers all or substantially all of its properties and assets to any Person, the Company hereby confirms Purchaser shall ensure that it is acting any such successor or assign (including, as agent on behalf applicable, any acquirer of substantially all of the Indemnified Personsproperties and assets of the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.13.

Insurance and Indemnification. (1) Prior to the Acquisition Effective Date, the Company Corporation shall purchase customary “"tail” " policies of directors’ ' and officers’ ' liability insurance insurance, from a reputable third party insurer, providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company Corporation and its wholly-owned Subsidiaries which are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Acquisition Effective Date and the Purchaser shall, or shall cause the Company Corporation and its wholly-owned Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from after the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards300% of the Corporation's and its wholly-owned Subsidiaries' current annual aggregate premium for policies currently maintained by the Corporation or its wholly-owned Subsidiaries. (2) The Purchaser shall, from From and after the Acquisition Effective Time, the Purchaser shall cause the Corporation to honour all rights to indemnification or exculpation existing as of the date of this Agreement hereof in favour of all present and former employees and Employees, officers and directors of the Company Corporation and its Subsidiaries to the extent that they are contained in have been provided under applicable Law, the Constating Documents of the Company or Corporation and its Subsidiaries or disclosed under indemnification agreements entered into in Section (gg) of the Company Disclosure LetterOrdinary Course, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Acquisition Date. (3) This Section 4.9 shall survive the consummation of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent on behalf of the Indemnified Persons.six

Insurance and Indemnification. (1) Prior to the Acquisition Effective Date, the Company shall shall, in consultation with the Parent, purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to than the protection provided by the policies maintained by the Company and its Subsidiaries which that are in effect immediately prior to the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary, provided that such policies are not materially inconsistent with market standard protections, Effective Date and providing protection in respect of claims arising from facts or events which that occurred on or prior to the Acquisition Date Effective Date; provided, that the cost of such policies shall not exceed 350% of the Company’s and its Subsidiaries’ most recent annual aggregate premium prior to the Purchaser shall, or shall cause date hereof for policies currently maintained by the Company and its Subsidiaries to as set forth in Section 4.9(1) of the Company Disclosure Letter. The Purchaser will, or will cause the Company to, maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Acquisition Effective Date; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Acquisition Effective Time and provided further that the cost of such policies shall not exceed market standards. (2) The Company and the Purchaser shallshall honour, from and after the Acquisition Effective TimeParent shall cause the Company and its Subsidiaries to honour, honour all rights to indemnification or exculpation now existing as of the date of this Agreement in favour of all present and former employees and employees, officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or its Subsidiaries or disclosed in set forth on Section (gg4.9(2) of the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, rights shall survive unamended from the Acquisition Effective Time completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Acquisition Effective Date. The provisions of this Section 4.9 shall be binding, solidarily, on all successors of the Parent, the Purchaser, the Company and its Subsidiaries. (3) This Section 4.9 shall survive If the consummation Company or any of the Acquisition and is intended to be for the benefit of, and shall be enforceable by, all present and former directors and officers of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the “Indemnified Persons”) and shall be binding on the Purchaser, the Company, its Subsidiaries and or any of their respective successors or assigns (i) consolidates or amalgamates with or merges or liquidates into any other Person and assignsis not a continuing or surviving corporation or entity of such consolidation, andamalgamation, for such purposemerger or liquidation, or (ii) transfers all or substantially all of its properties and assets to any Person, the Company hereby confirms Purchaser and the Parent shall ensure that it is acting any such successor or assign (including, as agent on behalf applicable, any acquirer of substantially all of the Indemnified Personsproperties and assets of the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.9.