NAI (solely in its capacity as a stockholder exercising its rights as such, and without incurring any liability or responsibility for any obligation (monetary, contractual or otherwise)) and Viacom shall cause all rights to indemnification, advancement of expenses and exculpation now existing in favor of each of the current directors and officers of Viacom (collectively, the “D&O Indemnified Parties”) in all of their respective capacities as provided in Viacom’s Charter or Bylaws or any resolution of the Viacom Board or any indemnification agreements between Viacom and a D&O Indemnified Party existing as of the Effective Date or pursuant to any other instrument or arrangement or applicable law, including as set forth herein, to survive and continue in full force and effect with respect to each such D&O Indemnified Party for a period of not less than six (6) years after such D&O Indemnified Party ceases to serve on the Viacom Board or as an officer of Viacom, as applicable (the “Coverage Period”). Any repeal or modification of the indemnification and liability limitation or exculpation provisions of Viacom’s Charter and Bylaws applicable to any D&O Indemnified Party prior to the expiration of such Coverage Period shall not adversely affect any right or protection of such D&O Indemnified Party existing as of the Effective Date.

D. Coplen, No. 2, Thomas Kearn and Brile Placer Mining Claims, M.S. 995 situated in the Summit Mining District in Section 4, Township 49 North, Range 5 East, B.M. Shoshone County, State of Idaho. Patent recorded in Book 4, Deeds, at page 533.

The VSA Payable Liability shall be calculated as of the end of each calendar quarter (or month if calculated on a monthly basis) as follows:

Indemnification and D&O Insurance. The Executive will be provided indemnification and mandatory advancement of expenses to the maximum extent permitted by AGNC’s, the Company’s and their subsidiaries’ and affiliates’ Articles of Incorporation or Bylaws, with such indemnification to be on terms determined by the Board or the applicable board of directors or managers, or any of their committees, but on terms no less favorable than provided to any other executive officer or director of such entities. AGNC and the Company shall maintain customary directors and officers insurance coverage for the Executive’s benefit on the same basis as such coverage is maintained for the benefit of AGNC’s and the Company’s other executive officers and directors (including former executive officers and directors).

Indemnification and D&O Insurance. You will continue to have all rights and benefits under your Indemnification Agreement with AAR and AAR’s Directors’ and Officers’ Insurance Policy with respect to acts and omissions during your employment with AAR.

Form D. On ​ the Company filed a Form D with respect to the Shares as

Washington, D.C.: In the Non-Compete Restriction, paragraph 1 of [Exhibit B], the language “for a period ending twelve (12) months” is replaced with “for a period ending 365 days.”

Regulation D Offering. The offer and issuance of the 2024 Secured Notes to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(a)(2) or Section 4(a)(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. ​ agrees to timely file a Form D with respect to the 2024 Secured Notes as required under Regulation D and to provide a copy thereof upon request of any Subscriber. ​ shall take such action as it shall reasonably determine is necessary in order to obtain an exemption, or to qualify, the 2024 Secured Notes for issuance to the Subscribers under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Subscriber.

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

D&O Insurance. Within 60 calendar days of the Closing, the Company shall purchase director and officer insurance on behalf of the Company's (including its subsidiary) officers and directors for a period of 18 months after the Closing with respect to any losses, claims, damages, liabilities, costs and expense in connection with any actual or threatened claim or proceeding that is based on, or arises out of their status as a director or officer of the Company. The insurance policy shall provide for two years of tail coverage.