Permitted Indemnification and Advance of Expenses: Xperi’s charter provides that Xperi may indemnify and advance indemnification expenses, to the fullest extent permitted by Delaware law, any person who is a party or is threatened to be made a party to any action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person: (i) is or was a director, officer, or employee of Xperi or any predecessor to Xperi; or (ii) is or was serving at the request of Xperi or any predecessor to Xperi as a director, officer, or employee at another enterprise. Xperi may, but is not required to, purchase and maintain insurance on behalf of any such person against any liability which may be asserted or enter into contracts providing for the indemnification of any such person to the fullest extent permitted by law. Mandatory Indemnification: Xperi’s charter provides that Xperi shall indemnify, to the fullest extent permitted by the DGCL, directors of Xperi for personal liability to Xperi or its stockholders for monetary damages for breach of fiduciary duty as a director. Xperi’s bylaws provide that Xperi shall indemnify, to the fullest extent permitted by Delaware law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by | | The TiVo bylaws and charter provide that TiVo, to the maximum extent permitted by the DGCL, will indemnify any person who was or is a party or is threatened to be made a party to any contemplated, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of TiVo), by reason of (i) the fact that such person is or was a director or officer of TiVo, or is or was serving at the request of TiVo as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, including service with respect to an employee benefit plan, or (ii) anything done or not done by such person in any such capacity, only if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of TiVo and, with respect to any criminal action, suit, investigation or other proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The indemnification includes expenses (including attorneys’ fees) and losses, claims, liabilities, judgments, fines and amounts paid in settlement incurred by the indemnitee or on the indemnitee’s behalf in connection with such action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or other proceeding. | | Permitted Indemnification and Advance of Expenses: HoldCo’s charter provides that HoldCo may indemnify and advance indemnification expenses, to the fullest extent permitted by Delaware law, any person who is a party or is threatened to be made a party to any action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person: (i) is or was a director, officer, or employee of HoldCo or any predecessor to HoldCo; or (ii) is or was serving at the request of HoldCo or any predecessor to HoldCo as a director, officer, or employee at another enterprise. HoldCo may, but is not required to, purchase and maintain insurance on behalf of any such person against any liability which may be asserted or enter into contracts providing for the indemnification of any such person to the fullest extent permitted by law. Mandatory Indemnification: HoldCo’s charter provides that HoldCo shall indemnify, to the fullest extent permitted by the DGCL, directors of HoldCo for personal liability to HoldCo or its stockholders for monetary damages for breach of fiduciary duty as a director. HoldCo’s bylaws provide that HoldCo shall indemnify, to the fullest extent permitted by Delaware law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether |