Indemnification; Directors’ and Officers’ Liability Insurance. Your Indemnification Agreement with the Company dated June 5, 2018 is incorporated herein by reference and will remain in full force and effect in accordance with all of the terms and conditions thereof, and the parties agree that such Indemnification Agreement applies to your employment with the Company in the capacity as interim President and Chief Executive Officer.

Directors and Officers Insurance. Officers’ and directors’ liability insurance shall be obtained and maintained by the Company for coverage of the Company, other executives of the Company and Executive, at no cost to Executive.

DIRECTORS AND OFFICERS INSURANCE. During the Term, the Company shall maintain commercially reasonable directors and officers insurance. Any release requirement set forth in the Separation Agreement shall not require Executive to waive any right or claim to coverage under such insurance.

. Buyer agrees that all rights to indemnification and exculpation for acts or omission occurring prior to the Closing now existing in favor of the current or former officers, managers, or directors (or Persons holding similar positions) of any Company who have the right to indemnification or exculpation by a Company (collectively, the “Covered Persons”) as provided in any Company’s Organizational Documents, as provided under Applicable Law or as provided pursuant to resolution of the Board of Directors (or similar governing body) of any Company, shall survive the Closing 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 Closing[[Parties:Organization]] Without limiting the foregoing, for a period of not less than six (6) years from the Closing, the Buyer shall not, and shall not permit its Affiliates or any Company to, amend, modify or terminate any Company’s Organizational Documents or any resolution regarding or related to such indemnification matters in any manner that would adversely affect the rights of the Covered Persons thereunder with respect to such indemnification now existing[[Parties:Organization]] The Buyer shall, or cause the Companies to, obtain and maintain in effect for a period of at least six (6) years following the Closing Date, “tail” insurance policies under the Companies’ existing directors’ and officers’ liability policy or from an insurance carrier with the same or better credit rating as the Companies’ current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as the Companies’ policies existing as of the date hereof with respect to matters existing or occurring at or prior to the Closing Date (the “D&O Tail Policies”). The cost of obtaining the D&O Tail Policies shall be included as a Company Expense[[Parties:Organization]] In the event the Buyer, any Company or any of their respective successors or assigns # consolidates with or merges into any other Person and shall not be the continuing or surviving company or entity in such consolidation or merger; or # transfers all or substantially all of its properties and assets to any Person, then and in either such case, the Buyer shall use commercially reasonable efforts to 25041432.12

Resignation of Officers and Directors. The Company shall cause each officer and director (or similar positions) of the Company, respectively, to execute a resignation and release letter in the form attached hereto as [Exhibit H] (the “Director and Officer Resignation and Release Letter”), effective as of the Effective Time (unless otherwise instructed by Parent prior to the Closing).

Resignation of Officers and Directors. Parent shall have received an executed Director and Officer Resignation and Release Letter, effective as of the Closing, for each officer and director of the Company (unless otherwise instructed by Parent prior to the Closing).

Resignation of Officers and Directors. Purchaser shall have received the resignation of each of Alberto Gómez Arreaza, director and chairman to the board of directors of the Company, with identification number Spanish identification number [[Identifier]], [[Person A:Person]]rector of the Company, with identification number [[Identifier]], Jesús González Hernández, secretary to the board of directors of the Company with identification number [[Identifier]] and all other directors and non-employee officers from their position on the board of directors and as officers of the Company and each subsidiary of the Company without compensation being payable by Purchaser nor the Company or such subsidiaries, including for loss of office, and a waiver of actions against the Company or Purchaser, and of [[Representative:Person]]rector and managing director of the Company with Spanish identification number [[Identifier]] from his position on the board of directors but not as an officer and employee of the Company;

Resignation of Directors and Officers. Each director and officer of the Company shall have delivered to the Company a duly executed resignation letter, in form and substance reasonably acceptable to Purchaser, with effect as of the Closing.

Board of Directors/Officers. Each of the officers and directors of the Parent (except for Mr. Larry Wert) shall have resigned from all positions with the Parent and any subsidiaries. On the Closing Date the Board of Directors of Parent shall consist of two persons, consisting of Leslie Buttorff and Lawrence Wert. Leslie Buttorff shall be appointed Chief Executive Officer and each other officer of the Parent shall be appointed by the Board effective as of the Closing Date.

Directors and Officers Liability Insurance. The Company will, at its expense, provide the Executive with Directors and Officers Liability Insurance, subject to the provisions governing such insurance and on such terms as the Board of Directors may from time to time decide. The Company will indemnify Executive and hold Executive harmless, to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being an officer, director or employee of the Company or of any subsidiary or affiliate of the Company at any time.