Common use of Director and Officer Liability; Indemnification Clause in Contracts

Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For a period of six (6) years from the Closing, Purchaser shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, the Company Entities or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser shall succeed to the obligations set forth in this Section 6.12. (d) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the Closing.

Director and Officer Liability; Indemnification. (a) From and after Without limiting any additional rights that any Person may have under any Company Benefit Plan, from the ClosingClosing through the sixth anniversary of the Closing Date, Pxxxxxxxx agrees that it the Company shall indemnify and hold harmless each present (as of immediately prior to the Closing) and former director officer, director, manager, general partner, agent, employee or fiduciary of the Company and officer of (x) each Company Entity its Subsidiaries (the “Company Indemnified PartiesIndividuals”) from and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Partiesagainst all claims, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Action, whether civil, criminal, administrative or investigative, (i) by reason of the fact that the Indemnified Individual is or was an officer, director, manager, general partner, agent, employee or fiduciary of the Company or its Subsidiaries and (ii) arising out of or pertaining to matters existing or occurring at or prior to the ClosingClosing (including this Agreement and the other transactions and actions contemplated hereby and the enforcement of any such Indemnified Individual’s rights under this Section 8.08 or otherwise), whether asserted or claimed prior to, at or after the Closing, to the fullest extent that permitted by applicable Law. In the event of any such Action, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any Action from the Company Entities within ten Business Days of receipt by the Company from such Indemnified Individual of a request therefor, (y) the Company shall not settle, compromise or Purchaserconsent to the entry of any judgment in any Action or threatened Action (and in which indemnification could be sought by such Indemnified Individual hereunder) without the consent of such Indemnified Individual unless such settlement, as compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such Action and (z) the case may be, would have been permitted under applicable Law Company shall cooperate in the defense of any such matter. (b) The Organizational Documents of each of the Company and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and Subsidiaries shall cause its Subsidiaries to (i) maintain contain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable with respect to those Persons indemnification, advancement of expenses and exculpation of former or present (as of immediately prior to the Closing) directors, managers, officers and general partners of the Company and its Subsidiaries than the provisions of are set forth in the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, and its Subsidiaries as of the date of this Agreementhereof, and (ii) which provisions shall not amendbe amended, repeal repealed or otherwise modify such provisions modified for a period of six years from the Closing in any respect manner that would adversely affect the rights thereunder of those Persons thereunder, in each case, except as required by Lawany such individuals. (bc) For From and after the Closing, Purchaser shall, and New Pubco shall cause Purchaser to, maintain (or cause its Affiliates to maintain) the existing insurance policies with the level and scope of directors’ and officers’ liability insurance as applicable to the Company and its Subsidiaries as of immediately prior to the Closing for a period of six (6) years from following the ClosingClosing (such period, Purchaser shall maintain in effect directors’ the “Tail Insurance Period”) and officers’ liability insurance covering those Persons persons who are currently served as a director or officer of the Company or any of its Subsidiaries, as the case may be, who were covered by Purchasera Seller’s, the Company Entities’ Company’s or their respective SubsidiariesAffiliates’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available prior to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher)Closing. If, for any reason, any such insurance policy for is anticipated to lapse or cease to be effective prior to the year ended December 31end of the Tail Insurance Period, 2021 (Purchaser shall, and New Pubco shall cause Purchaser to, with respect to any insurance policy covering those persons who served as a director or officer of the “Maximum Annual Premium”); providedCompany or any its Subsidiaries prior to the Closing, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall purchase or cause to be obligated to obtain purchased a tail policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current level and scope of directors’ and officers’ liability insurance carrier; providedas applicable to the Company or its Subsidiaries, howeveras the case may be, that as of immediately prior to the Closing covering those persons serving as a director or officer of the Company or its Subsidiaries, as the case may be. (id) Purchaser may cause coverage Notwithstanding anything herein to be extended under the current directors’ and officers’ liability insurance by obtaining a six contrary, if any Action (6whether arising before, at or after the Closing) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at is made against any Indemnified Individual on or prior to the Closing and (ii) if any claim is asserted or made within such six (6) year periodsixth anniversary of the Closing, any insurance required to be maintained under the provisions of this Section 6.12 8.08 shall be continued continue in respect of such claim effect until the final disposition thereofof such Action. (ce) Notwithstanding anything contained The covenants in this Agreement Section 8.08 are intended to be for the contrarybenefit of, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be bindingenforceable by, jointly each of the Indemnified Individuals and severallytheir respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Individual is entitled, on Purchaser and all successors and assigns of Purchaser. whether pursuant to law, contract or otherwise. (f) In the event that Purchaserthe Company, the Company Entities New Pubco or Purchaser or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any PersonPerson or effects any division transaction or similar transaction, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser the Company or Purchaser, as the case may be, shall succeed to the obligations set forth in this Section 6.128.08. In addition, the Company shall not distribute, sell, transfer or otherwise dispose of any of its assets (whether by merger, consolidation, division or otherwise) in a manner that would reasonably be expected to render the Company unable to satisfy its obligations under this Section 8.08. (d) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the Closing.

Director and Officer Liability; Indemnification. (a) From Without limiting any additional rights that any Person may have under any Company Benefit Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, each of Parent and after the Closing, Pxxxxxxxx agrees that it Surviving Corporation shall indemnify and hold harmless each present (as of immediately prior to the Effective Time) and former officer, director or manager of the Company and officer of (x) each Company Entity its Subsidiaries (the “Company Indemnified PartiesIndividuals”) from and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Partiesagainst all claims, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Individual is or was an officer, director or manager of the Company or its Subsidiaries or (ii) matters existing or occurring at or prior to the ClosingEffective Time (including this Agreement and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the ClosingEffective Time, to the fullest extent that provided by the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents agreements of the Company Entities, Purchaser or their respective Subsidiaries, and its Subsidiaries as applicable, in each case, effect as of the date of this Agreement. In the event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent or the Surviving Corporation within ten (10) Business Days of receipt by Parent from the Indemnified Individual of a request therefor (subject to receipt by Parent or the Surviving Corporation of an undertaking to repay such expenses upon a final, non-appealable judgement from a court of competent jurisdiction that such Person is not entitled to indemnification), (y) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (z) the Surviving Corporation shall cooperate in the defense of any such matter. (b) Each of Parent and the Surviving Corporation agrees that any indemnification and advancement of expenses available to any Indemnified Individual by virtue of such Indemnified Individual’s service as a partner or employee of any investment fund that is an Affiliate of the Company prior to the Closing (any such Indemnified Individual, a “Sponsor Director”) shall be secondary to the indemnification and advancement of expenses to be provided by Parent and the Surviving Corporation pursuant to this Section 6.7 and that Parent and the Surviving Corporation (i) shall be the primary indemnitors of first resort for Sponsor Directors pursuant to this Section 6.7, (ii) shall be fully responsible for the advancement of all expenses and the payment of all Losses with respect to Sponsor Directors which are addressed by this Section 6.7 in accordance with the terms hereof and (iii) shall not amendmake any claim for contribution, repeal subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Director with respect to any matter addressed by this Section 6.7, in each case to the extent any such matter, claim, expenses or indemnification relates solely to such Indemnified Individual’s services in connection with the Company or its Subsidiaries prior to the Closing. (c) The certificate of incorporation and bylaws (or equivalent governing documents) of each of the Surviving Corporation and its Subsidiaries shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors, managers and officers than are set forth in the organizational documents of the Company (or equivalent governing documents) as of the date hereof, which provisions shall not be amended, repealed or otherwise modify such provisions modified for a period of six years from the Effective Time in any respect manner that would adversely affect the rights thereunder of those Persons thereunderany such individuals, in each case, except other than as may be required by applicable Law. (bd) For Prior to or as of the Closing Date, at its option Parent shall (or shall cause the Surviving Corporation to) either (i) purchase a “tail” insurance policy for a period of six (6) years from after the ClosingEffective Time, Purchaser shall maintain in effect with reputable and financially sound carriers of at least the same coverage and amounts and containing terms and conditions that are no less advantageous than the current policies of directors’ and officers’ liability insurance covering those Persons who are currently covered maintained by Purchaser’s, the Company Entities’ and its Subsidiaries with respect to claims arising from or their respective related to facts or events that occurred at or before the Effective Time or (ii) provide coverage under Parent’s or one of its Subsidiaries’ existing directors’ and officers’ liability insurance policies (true, correct and complete copies of with respect to claims arising from or related to facts or events that occurred at or before the Effective Time which have been heretofore made available to Purchaser or its agents or representatives) on terms not is no less favorable advantageous than the terms current policies of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; providedmaintained by the Company and its Subsidiaries; provided that, howeverin no case shall such tail policy or incremental insurance premium cost more than 300% of the Company’s annual director and officer insurance premium as of the date hereof (and, that in such case, Parent shall obtain the best coverage reasonably available for such amount). Parent agrees to take all reasonable actions to maintain such policies in full force and effect and fulfill its obligations thereunder throughout such six-year period following the Effective Time. (ie) Purchaser may cause coverage Notwithstanding anything herein to be extended under the current directors’ and officers’ liability insurance by obtaining a six contrary, if any Action or investigation (6whether arising before, at or after the Effective Time) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at which this Section 6.7 applies is made against any Indemnified Individual on or prior to the Closing and (ii) if any claim is asserted or made within such six (6) year periodsixth anniversary of the Effective Time, any insurance required to be maintained under the provisions of this Section 6.12 6.7 shall be continued continue in respect of such claim effect until the final disposition thereofof such Action or investigation. (cf) Notwithstanding anything contained in this Agreement This covenant is intended to be for the contrarybenefit of, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be bindingenforceable by, jointly each of the Indemnified Individuals and severallytheir respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Individual is entitled, on Purchaser and all successors and assigns of Purchaser. whether pursuant to law, contract or otherwise. (g) In the event that Purchaser, the Company Entities Surviving Corporation or Parent or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser the Surviving Corporation or Parent, as the case may be, shall succeed to the obligations set forth in this Section 6.126.7. In addition, the Surviving Corporation shall not distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Surviving Corporation unable to satisfy its obligations under this Section 6.7. (d) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the Closing.

Director and Officer Liability; Indemnification. (a) From and after For six (6) years from the Closing, Pxxxxxxxx agrees Buyer shall and shall cause the Acquired Companies to take any necessary actions to provide that it shall indemnify all rights to exculpation and hold harmless each present indemnification and all limitations on liability existing in favor of any current or former director and officer officers, directors, managers or employees of the Acquired Companies (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Partiescollectively, the “D&O Indemnified PartiesBusiness Indemnitees”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as provided in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to (i) the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents of the Acquired Companies in effect on the Closing Date; or (ii) any agreement providing for exculpation or indemnification by such Person in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancementset forth on Section 5.7(a) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicableSeller Disclosure Schedule, in each case, as shall survive the consummation of the date of this Agreement, Transaction and (ii) not amend, repeal or otherwise modify such provisions shall continue in any respect that would adversely affect full force and effect and be honored by the rights of those Persons thereunder, in each case, except as required by LawAcquired Companies after the Closing. (b) For six (6) years from the Closing, Buyer shall cause to be maintained in effect for the benefit of the directors and officers of the Acquired Companies an insurance and indemnification policy which shall be exclusively “A side” coverage with an insurer with a period Standard & Poor’s rating of at least A that provides coverage for acts or omissions occurring prior to the Closing (the “D&O Insurance”) covering each such person currently covered by the officers’ and directors’ liability insurance policies held by or for the benefit of such Persons on terms with respect to coverage and in amounts no less favorable than those of the directors’ and officers’ insurance policy in effect on the date of this Agreement. Buyer may satisfy its obligations under this Section 5.7(b) by purchasing a “tail” policy which shall be exclusively “A side” coverage from an insurer with a Standard & Poor’s rating of at least A under existing directors’ and officers’ insurance policies for the benefit of the Acquired Companies that (i) has an effective term of six (6) years from the Closing, Purchaser shall maintain in effect ; (ii) covers each person currently covered by the applicable directors’ and officers’ liability insurance covering policy in effect on the date of this Agreement for actions and omissions occurring on or prior to the Closing; and (iii) contains terms that are no less favorable than those Persons who are currently covered by Purchaser’s, of the Company Entities’ or their respective Subsidiaries’ applicable directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for in effect on the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums date of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereofAgreement. (c) Notwithstanding anything contained in this Agreement herein to the contrary, if any Action (whether arising before, at or after the Closing) is made against any person covered by the D&O Insurance on or prior to the sixth anniversary of the Closing, the provisions of this Section 6.12 5.7 shall continue in effect until the final disposition of such Action. Except to the extent required by applicable Law, neither Buyer nor the Acquired Companies shall take any action so as to amend, modify, limit or repeal the provisions for indemnification of the Business Indemnitees contained in the certificates or articles of incorporation or bylaws (or other comparable organizational documents) of the Acquired Companies in such a manner as would adversely affect the rights of any Business Indemnitee to be exculpated or indemnified by such Persons in respect of their serving in such capacities prior to the Closing. (d) Notwithstanding anything to the contrary contained in this Agreement, this Section 5.7 shall survive the consummation of the Transactions Transaction indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of PurchaserBuyer, and shall be enforceable by the Business Indemnitees and their successors, heirs or representatives. In the event that Purchaser, the Company Entities Acquired Companies after the Closing or Buyer or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger; or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser the Acquired Companies or Buyer, as the case may be, shall succeed to the obligations set forth in this Section 6.125.7. (de) On The obligations of Buyer under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 5.7 applies without the Closing Dateexpress written consent of such affected Person (it being expressly agreed that the Person to whom this Section 5.7 applies (including his or her successors, Purchaser heirs or representatives) shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers be express third party beneficiaries of Purchaser, which indemnification agreements shall continue to be effective following the Closingthis Section 5.7).

Director and Officer Liability; Indemnification. (a) From and after the ClosingThe Company shall, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law purchase and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties pay for a seven (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i7) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For a period of six (6) years from the Closing, Purchaser shall maintain in effect year “tail” prepaid directors’ and officers’ liability (and fiduciary) insurance covering those policy with terms and conditions no less advantageous to the Indemnified Persons, or other Persons who are currently covered by Purchaser’sentitled to the benefit of this Section 4.7, as applicable, than the Company Entities’ or their respective Subsidiaries’ existing directors’ and officers’ liability (and fiduciary) insurance policies (truemaintained by the Company, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms not less favorable than covering, without limitation, the terms of such current insurance coverageMerger; provided, except however, that in no event shall Purchaser be required to pay an annual premium for such insurance the Company expend in excess of three hundred percent (300%) % of the aggregate annual premium payable currently paid by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such tail insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”)policy; and provided, thatfurther, that if the annual premiums of such insurance coverage exceed such amount, the Maximum Annual Premium, then Purchaser Company shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that such amount. During such seven (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (67) year period, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such “tail” policy containing terms not materially less favorable than in full force and effect and continue to honor its obligations thereunder. (b) The Surviving Company and its respective Subsidiaries shall (and Parent shall cause the terms Company, the Surviving Company or any of such current insurance coverage with respect to claims existing or occurring at or prior their respective Subsidiaries, as the case may be, to) (i) assume, honor and fulfill (subject to the Closing limitations set forth in Section 263 of the ICL) all obligations of the Company or any Company Subsidiary pursuant to any written indemnification agreements with the Indemnified Persons that are listed on Part 4.7(b) of the Disclosure Schedule and (ii) if not amend, repeal or otherwise modify the Charter Documents for a period of seven (7) years after the Effective Time in any claim is asserted manner that would adversely affect the rights thereunder of the Indemnified Persons, except subject to the prior written consent of the Indemnified Persons or made within such six (6) year period, any insurance as required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereofby applicable Law. (c) Notwithstanding anything contained in this Agreement to The obligations of Parent and the contrary, Surviving Company under this Section 6.12 4.7 shall survive the consummation of the Transactions indefinitely Merger and shall not be bindingterminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 4.7 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7, jointly and severally, on Purchaser and all successors and assigns each of Purchaser. whom may enforce the provisions of this Section 4.7). (d) In the event that PurchaserParent, the Surviving Company Entities or any of their respective successors or assigns assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of in such consolidation or merger merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each either such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser Parent or the Surviving Company, as the case may be, shall succeed to assume all of the obligations set forth in this Section 6.124.7. The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Indemnified Person is entitled, whether pursuant to Law, Contract or otherwise. (de) On the Closing DateNothing in this Agreement is intended to, Purchaser shall enter into customary indemnification agreements reasonably satisfactory be construed to or shall release, waive, or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Seller Representative Company or its officers, directors, and Purchaser with employees, it being understood and agreed that the post-Closing directors and officers of Purchaserindemnification provided for in this Section 4.7 is not prior to, which indemnification agreements shall continue to be effective following the Closingor in substitution for, any such claims under any such policies.

Director and Officer Liability; Indemnification. (a) From If the Closing occurs, the Purchaser shall cause all rights to indemnification and after all limitations on liability existing in favor of any employee, officer, director, managing member, manager, Affiliate and agent of the ClosingAcquired Entities, Pxxxxxxxx agrees in each case that it shall indemnify and hold harmless each present and former director and officer of is an individual (x) each Company Entity (collectively, the “Company Indemnified PartiesIndemnitees”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as provided in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For a period of six (6) years from the Closing, Purchaser shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available Acquired Entities to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and continue in full force and effect and be honored by the Acquired Entities after the Closing. The obligations of the Purchaser under this Section 9.01(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 9.01(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 9.01(a) applies shall be bindingthird party beneficiaries of this Section 9.01(a)). If the Closing occurs, jointly and severally, on the Purchaser and shall cause the Acquired Entities to pay all successors and assigns of Purchaser. expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 9.01(a). (b) In the event that the Purchaser, the Company Acquired Entities or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Person of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets or stock or other equity interests to any Person, then, then and in each such case, the Purchaser shall ensure that proper provision shall be made so that the successors and assigns of the Purchaser or the Acquired Entities, as the case may be (or their respective successors and assigns), shall succeed to assume the obligations set forth in this Section 6.129.01. (dc) On The Seller shall, or shall cause its Affiliates to, obtain a “tail” directors’ and officers’ liability insurance policy, effective for a period of at least six years from the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory for the benefit of the Acquired Entities or any of their officers and directors, as the case may be, with respect to claims arising from facts or events that occurred on or before the Seller Representative and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the ClosingDate.

Director and Officer Liability; Indemnification. (a) From If the Closing occurs, the Purchasers and the Target Companies agree that all rights to indemnification and all limitations on liability existing in favor of any officer, director or manager of the Target Companies or their respective Subsidiaries, in each case that is an individual (collectively, the “Company Indemnitees”), as provided in the certificate of incorporation, by-laws or other organizational documents of the Target Companies and their respective Subsidiaries shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Target Companies and their respective Subsidiaries after the Closing. The obligations of the Target Companies and their respective Subsidiaries under this Section 5.23(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.23(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 5.23(a) applies shall be third party beneficiaries of this Section 5.23(a)). If the Closing occurs, Sellers shall pay all expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 5.23(a). (b) For six (6) years after the Closing, Pxxxxxxxx agrees that it shall indemnify the Target Companies will provide officers’ and hold harmless each present and former director and officer directors’ liability insurance in respect of (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Closing, whether asserted or claimed prior to, at or after Closing Date covering each such Person currently covered by the Closing, Target Companies’ officers’ and directors’ liability insurance policies on terms with respect to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate coverage not materially less favorable than those of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents such policy in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including and for an amount not less than the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancementamount set forth on Section 5.23(b) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officersDisclosure Letter; provided, directorshowever, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For a period of six (6) years from the Closing, Purchaser shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser the Target Companies be required to pay expend more than an amount per year equal to 200% of the current annual premium premiums paid by the Target Companies for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”)insurance; provided, thatfurther, if that Sellers shall procure such policy and the annual premiums cost of such insurance coverage exceed the Maximum Annual Premium, then Purchaser policy shall be obligated to obtain a policy with equally borne by the greatest coverage available for a cost not exceeding Sellers and the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; Target Companies; provided, however, that (i) Purchaser such insurance policy may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing covering acts or omissions occurring at or prior to the Closing Date. In the event that any Company Indemnitee is entitled to coverage under an officers’ and (ii) if any claim is asserted or made within such six (6) year period, any directors’ liability insurance required policy pursuant to be maintained under this Section 6.12 5.23(b) and such policy has lapsed, terminated, been repudiated or is otherwise in breach or default as a result of the Target Companies’ failure to maintain and fulfill its obligations pursuant to such policy as provided in this Section 5.23(b), the Target Companies shall be continued in respect of pay to the Company Indemnitee such claim until amounts and provide any other coverage or benefits as the final disposition thereofCompany Indemnitee shall have received pursuant to such policy. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, the Company Entities Target Companies and their respective Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser the Target Companies or such Subsidiaries (or their respective successors and assigns), shall succeed to assume the obligations set forth in this Section 6.125.23. (d) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the Closing.

Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx Purchaser agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) each Target Company Entity (the “Company Indemnified Parties”) and (y) Purchaser and each of its Subsidiaries (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any ActionProceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities Target Company, Purchaser or Purchasertheir respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company EntitiesTarget Companies’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company EntitiesTarget Companies, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For a period of six (6) years from the Closing, Purchaser shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, the Company EntitiesTarget Companies’ or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company EntitiesTarget Companies, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 2020 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company EntitiesTarget Companies’ current directors’ and officers’ liability insurance carrier; carrier ; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 6.16 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 6.16 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, the Company Entities Target Companies or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser shall succeed to the obligations set forth in this Section 6.126.16. (d) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory to each of the Seller Shareholders’ Representative and Purchaser with the post-Closing directors and officers of PurchaserPurchaser and the post-closing directors of the Target Companies (to the extent that any of the ultimate owners of Highlander serve on the board of directors of any of the Target Companies), which indemnification agreements shall continue to be effective following the Closing. (e) Purchaser hereby acknowledges that certain D&O Indemnified Parties may have rights to indemnification and advancement of expenses (directly or through insurance obtained by any such entity) provided by one or more third parties (collectively, the “Other Indemnitors”), and which may include third parties for whom such D&O Indemnified Party serves as a manager, member, officer, employee or agent. Purchaser hereby agrees and acknowledges that notwithstanding any such rights that a D&O Indemnified Party may have with respect to any Other Indemnitor(s), (i) Purchaser is the indemnitor of first resort with respect to all D&O Indemnified Parties in respect of all obligations to indemnify and provide advancement of expenses to D&O Indemnified Parties, (ii) Purchaser shall be required to indemnify and advance the full amount of expenses incurred by the D&O Indemnified Parties, to the fullest extent required by Law, the terms of the Organizational Documents of Purchaser, any agreement to which Purchaser is a party, any vote of the shareholders or the Board of Directors of Purchaser, or otherwise, without regard to any rights the D&O Indemnified Parties may have against the Other Indemnitors and (iii) to the fullest extent permitted by Law, Purchaser irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. Purchaser further agrees that no advancement or payment by the Other Indemnitors with respect to any claim for which the D&O Indemnified Parties have sought indemnification from Purchaser shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of the D&O Indemnified Parties against Purchaser. Notwithstanding anything to the contrary herein, the obligations of Purchaser under this Section 6.16(e) shall only apply to D&O Indemnified Parties in their capacity as D&O Indemnified Parties.

Director and Officer Liability; Indemnification. (a) From and For a period of six (6) years after the Closing, Pxxxxxxxx agrees that it Parent shall cause the Group Companies, to the fullest extent provided in the Organizational Documents thereof or in any other agreements disclosed on Section 5.9 of the Company Disclosure Schedule, in each case as in effect immediately prior to the Effective Time, to indemnify and hold harmless each present (and former director and officer of (xadvance applicable expenses to) each Person who is as of the Effective Time, or has been at any time prior to the Effective Time, an officer, manager or director of a Group Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Partieseach, the a “D&O Indemnified PartiesPerson”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities ) incurred in connection with any Actionclaim, threatened, pending or completed, whether civil, criminal, administrative or investigative, or Losses arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, Closing Date and relating to the fullest extent fact that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing Person was an officer, manager or director of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by LawGroup Company. (b) For Prior to the Effective Time, the Company shall purchase and maintain in effect beginning on the Closing Date, and with a claims period of six (6) years from the Closingthereafter without any lapses in coverage, Purchaser shall maintain in effect a “tail” policy providing directors’ and officers’ liability insurance covering coverage for the benefit of those Persons who are currently covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ any Group Company’s directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) as of the aggregate annual premium payable by Purchaser date hereof or at the Company Entities, as applicable (whichever premium being higher), for such insurance Closing with respect to matters occurring prior to the Effective Time. Such policy for shall provide coverage that is at least equal to the year ended December 31, 2021 (coverage provided under the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company EntitiesGroup Companies’ current directors’ and officers’ liability insurance carrier; provided, however, policies; provided that (i) Purchaser the Company may cause substitute therefor policies of at least the same coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms and conditions which are no less advantageous to the beneficiaries thereof so long as such substitution does not materially less favorable than the terms of such current insurance result in gaps or lapses in coverage with respect to claims existing or matters occurring at or prior to the Closing Date. The premium amounts for such tail policies shall be fully paid by the Company prior to the Closing or included as a Transaction Expense. Any such tail policies shall include a successor endorsement that names Parent and (ii) if the Surviving Company as additional insureds. During the term of such tail policies, neither Parent nor the Surviving Company shall take any claim is asserted or made within action following the Closing to cause any such six (6) year period, any insurance required tail policy to be maintained under this Section 6.12 shall cancelled or any provision therein to be continued in respect of such claim until the final disposition thereofamended or waived. (c) Notwithstanding anything contained in this Agreement to If Parent, the contrarySurviving Company, this Section 6.12 shall survive the consummation any of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, the Company Entities Operating Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser Parent shall ensure that cause proper provision shall to be made so that the applicable successors and assigns of Purchaser shall succeed to or transferees expressly assume the obligations set forth in this Section 6.125.9. (d) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the Closing.

Director and Officer Liability; Indemnification. (a) From and Provided that the Company shall have purchased the “tail” insurance policies described in Section 7.6(b) in accordance therewith, for a period of six (6) years after the Closing, Pxxxxxxxx agrees that it Purchaser shall indemnify not, and hold harmless each present shall cause the Surviving Corporation and its Subsidiaries to not, amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ certificate of incorporation or by-laws relating to the exculpation or indemnification of current or former director officers and officer directors of (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred its Subsidiaries as in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the ClosingEffective Time, whether asserted or claimed it being the intent of the parties that the officers and directors of the Company and its Subsidiaries prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law Closing shall continue to be entitled to such exculpation and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred indemnification to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For Prior to Closing, the Company shall, at the Company’s expense (which expense shall be characterized as a “Company Transaction Expense” for purposes of this Agreement) obtain, maintain and fully pay for: (i) irrevocable “tail” insurance policies covering those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy or who otherwise may be entitled to indemnification pursuant to the Company’s or any of its Subsidiaries’ certificate of incorporation or by-laws, (ii) employment practices liability insurance, and (iii) fiduciary liability insurance, in each case on terms not less favorable than those of such existing insurance coverage as direct beneficiaries with a claims period of at least six (6) years from the Closing, Purchaser shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium Closing Date from an insurance carrier with the same or better credit financial-strength rating as Purchaserthe Company’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage carrier with respect to claims such insurance policies in an amount and scope at least as favorable to the Company and the Company’s directors and officers as the Company’s existing policies with respect to matters existing or occurring at or prior ​ to the Closing and (ii) if Date; provided that in the event that any claim is asserted or made within brought under any such six (6) policy prior to the six-year periodanniversary of the Closing Date, any such relevant insurance required to policy shall be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereof. Purchaser shall not, and shall cause the Surviving Corporation to not, cancel or change such insurance policies in any respect so long as such policies are fully paid for by the Company at or prior to the Closing. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, the Company Entities Surviving Corporation, any of the Surviving Corporation’s Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation Surviving Corporation or entity of such consolidation or merger Merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser shall ensure that cause proper provision shall to be made so that the applicable successors and assigns of Purchaser shall succeed to or transferees expressly assume the obligations set forth in this Section 6.127.6. (d) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the Closing.

Director and Officer Liability; Indemnification. (a) From The Company, Parent and after the ClosingSurviving Corporation agree that all rights to indemnification and all limitations on liability for acts or omissions occurring prior to the Effective Time existing in favor of any individual who, Pxxxxxxxx agrees that it shall indemnify on or prior to the Effective Time, is or was a current or former officer, director or employee of any of Parent or their respective Subsidiaries (or, if deceased, such individual’s estates, heirs, personal representatives, successors and hold harmless each present and former director and officer of assigns) (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Partiescollectively, the “D&O Indemnified PartiesIndemnitees”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as provided in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to (i) the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents of Parent and any applicable Parent Subsidiary in effect on the date of this Agreement or (ii) any agreement providing for indemnification by Parent or the applicable Parent Subsidiaries in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including which Parent or its Subsidiaries is a party or by which it is bound, shall survive the advancing consummation of expenses as incurred the transactions contemplated hereby and continue in full force and effect and be honored by Parent and the Surviving Corporation and its Subsidiaries after the Effective Time to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For Delaware Law for a period of six (6) years from the ClosingEffective Time. Parent shall, Purchaser and shall maintain cause each of the Surviving Corporation and Parent’s Subsidiaries to, take all actions required by, and otherwise comply with, the provisions of this Section 6.7(a). Without limiting the foregoing, in effect the event of any claim, action or proceeding, (i) Parent shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing, (y) pay the reasonable fees and expenses of counsel selected by each D&O Indemnitee, promptly after statements therefor are received and (z) vigorously assist each D&O Indemnitee in such defense, and (ii) Parent shall cooperate in the defense of any matter; provided, however, that Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Prior to the Effective Time, the Parent shall obtain, at Parent’s expense, “tail” insurance policies with a claims period of at least six years from the Effective Time with respect to directors’ and officers’ liability insurance covering those Persons who are currently directors and officers of the Parent and its Subsidiaries who, immediately prior to the Effective Time, were covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ Parent’s existing directors’ and officers’ liability insurance policies and in amount and scope at least as favorable to such directors and officers as such existing policies for claims arising from facts or events that occurred on or prior to the Effective Time. (trueb) As of the Effective Time, correct the Certificate of Incorporation and complete copies By-Laws of which have been heretofore made available to Purchaser or its agents or representatives) on terms not the Surviving Corporation shall contain provisions no less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing indemnification, limitation of or occurring exculpation from liability and advancement of fees and expenses, except to the extent required by any applicable Law adopted, amended or reinterpreted after the date of this Agreement, than those set forth in the Certificate of Incorporation and the By-Laws of the Parent, respectively, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals (or, if deceased, such individual’s estates, heirs, personal representatives, successors and assigns) who, at or prior to the Closing and (ii) if Effective Time, were directors, officers, employees, fiduciaries or agents of Parent or any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereofParent’s Subsidiaries. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, Parent or the Company Entities Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser Parent or the Surviving Corporation shall succeed to the obligations set forth in this Section 6.12.6.7. 47 (d) On The obligations and liability of Parent, the Closing DateSurviving Corporation and its Subsidiaries under this Section 6.7 shall be joint and several. (e) This Section 6.7 shall survive consummation of the Merger. It is expressly agreed that the D&O Indemnitees to whom this Section 6.7 applies shall be third party beneficiaries of the obligations to such persons set forth in this Section 6.7 and the covenants and agreements contained herein shall not be deemed exclusive of any other rights to which a D&O Indemnitee is entitled, Purchaser whether pursuant to Law, contract or otherwise. The obligations of Parent, the Surviving Corporation and its Subsidiaries under this Section 6.7 shall enter into customary not be terminated or modified in such a manner as to adversely affect the rights of any D&O Indemnitee or employee (or, if deceased, such individual’s estates, heirs, personal representatives, successors and assigns) to whom this Section 6.7 applies without the consent of such affected Person. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to Parent or Surviving Corporation or any of its officers, directors or employees, it being understood and agreed that the indemnification agreements reasonably satisfactory provided for in this Section 6.7 is not prior to the Seller Representative and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the Closingor in substitution for any such claims under such policies.

Director and Officer Liability; Indemnification. (a) From and after the Closing and prior to the sixth (6th) anniversary of the Closing, Pxxxxxxxx agrees Purchaser shall not permit the Company or any Subsidiary thereof to amend (whether by merger, dissolution, liquidation or otherwise) the Organizational Documents of the Company or any Subsidiary thereof as in effect at the Closing in a manner that it shall indemnify would diminish in any respect the indemnification and hold harmless contribution rights and the provisions contained therein regarding the elimination or limitation of liability, in each present case of the current and former director officers, directors, managing members and officer members of the Company and its Subsidiaries thereunder and any other Persons entitled to indemnification, contribution or liability limitation thereunder (x) each Company Entity (collectively, the “Company Indemnified PartiesIndemnitees”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages in respect of acts or liabilities incurred in connection with any Action, whether civil, criminal, administrative omissions (or investigative, arising out of alleged acts or pertaining to matters existing or omissions) occurring at or prior to the Closing, whether asserted including in respect of any acts or claimed prior to, at omissions (or after alleged acts or omissions) taken or not taken in connection with the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law execution and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date delivery of this Agreement to indemnify such D&O Indemnified Parties (including or any other Transaction Document or the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions consummation of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, transactions contemplated hereby and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Lawthereby. (b) For a period of six (6) years from Prior to the Closing, Purchaser shall maintain in effect purchase an extended reporting period endorsement (the “Tail Insurance Policy”) under Seller’s existing directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, coverage (including employment practices and fiduciary liability insurance) for the benefit of the Company Entities’ or their respective Subsidiaries’ Indemnitees that shall provide such Persons with coverage for six (6) years following the Closing of not less than the existing coverage and having other terms no less favorable to the insured Persons thereunder than the directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser coverage presently maintained by Seller for acts or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or omissions occurring at or prior to the Closing Date; provided, however, that such Tail Insurance Policy shall only apply to time periods beginning December 4, 2007 and (ii) if shall only cover the Company Indemnitees for acts or omissions with respect to the Company or its Subsidiaries. Following the Closing, Purchaser shall cause the Tail Insurance Policy to remain in full force and effect and shall not, and shall not cause or permit any claim is asserted Affiliate thereof to, amend, waive, modify or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until otherwise alter the final disposition terms thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, If the Company Entities or any Subsidiary thereof or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser the Company or any such Subsidiary, as the case may be, shall succeed to assume the obligations of such Person that are set forth in this Section 6.125.7. (d) On The provisions of this Section 5.7 will survive the Closing Dateand are intended to be for the benefit of, Purchaser shall enter into customary indemnification agreements reasonably satisfactory and will be enforceable by, each of the Company Indemnitees and their respective successors, representatives and heirs, and their rights under this Section 5.7 are in addition to, and will not be deemed to be exclusive of, any other rights to which any such Person is entitled, whether pursuant to applicable Law, agreement or otherwise. Notwithstanding anything contained herein to the Seller Representative and Purchaser with contrary, if, at any time prior to the post-Closing directors and officers sixth (6th) anniversary of Purchaser, which indemnification agreements shall continue to be effective following the Closing, any Company Indemnitee delivers to Purchaser or the Company a written notice asserting a claim for indemnification under any of the provisions set forth in this Section 5.7 or any of the documents referred to herein, then the claim asserted in such notice (and the related indemnification obligations provided for hereunder or in any such document referred to herein) shall survive the sixth (6th) anniversary of the Closing until such time as such claim is fully and finally resolved.

Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx DV agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Company DV Entity (the “Company DV Indemnified Parties”) and (y) Purchaser Goal (the “Purchaser Goal Indemnified Parties” and together with the Company DV Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company DV Entities or PurchaserGoal, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser DV shall, and shall cause its Subsidiaries each other DV Entity to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaserthe DV Entity’s, Goal’s and its their respective Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company DV Entities, Purchaser Goal or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For a period of six (6) years from the Closing, Purchaser DV shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by PurchaserGoal’s, the Company DV Entities’ or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser DV or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser DV be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser Goal or the Company DV Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser DV shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as PurchaserGoal’s or the Company DV Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser DV may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser DV and all successors and assigns of PurchaserDV. In the event that PurchaserGoal, the Company Entities any DV Entity or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Purchaser DV shall ensure that proper provision shall be made so that the successors and assigns of Purchaser DV shall succeed to the obligations set forth in this Section 6.12. (d) On the Closing Date, Purchaser DV shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative DV and Purchaser Goal with the post-Closing directors and officers of PurchaserDV, which indemnification agreements shall continue to be effective following the Closing.

Director and Officer Liability; Indemnification. (a) From If the Closing occurs, the Purchasers and the Target Companies agree that all rights to indemnification and all limitations on liability existing in favor of any officer, director or manager of the Target Companies or their respective Subsidiaries, in each case that is an individual (collectively, the "Company Indemnitees"), as provided in the certificate of incorporation, by-laws or other organizational documents of the Target Companies and their respective Subsidiaries shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Target Companies and their respective Subsidiaries after the Closing. The obligations of the Target Companies and their respective Subsidiaries under this Section 5.23(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.23(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 5.23(a) applies shall be third party beneficiaries of this Section 5.23(a)). If the Closing occurs, Sellers shall pay all expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 5.23(a). (b) For six (6) years after the Closing, Pxxxxxxxx agrees that it shall indemnify the Target Companies will provide officers' and hold harmless each present and former director and officer directors' liability insurance in respect of (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Closing, whether asserted or claimed prior to, at or after Closing Date covering each such Person currently covered by the Closing, Target Companies' officers' and directors' liability insurance policies on terms with respect to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate coverage not materially less favorable than those of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents such policy in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including and for an amount not less than the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancementamount set forth on Section 5.23(b) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officersDisclosure Letter; provided, directorshowever, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For a period of six (6) years from the Closing, Purchaser shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser the Target Companies be required to pay expend more than an amount per year equal to 200% of the current annual premium premiums paid by the Target Companies for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”)insurance; provided, thatfurther, if that Sellers shall procure such policy and the annual premiums cost of such insurance coverage exceed the Maximum Annual Premium, then Purchaser policy shall be obligated to obtain a policy with equally borne by the greatest coverage available for a cost not exceeding Sellers and the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; Target Companies; provided, however, that (i) Purchaser such insurance policy may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “"tail” " policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing covering acts or omissions occurring at or prior to the Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereofDate. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, the Company Entities Target Companies and their respective Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser the Target Companies or such Subsidiaries (or their respective successors and assigns), shall succeed to assume the obligations set forth in this Section 6.12. (d) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the Closing.5.23. SECTION 5.24

Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx agrees that it Buyer shall indemnify and hold harmless shall cause each present Conveyed Entity to take any necessary actions to ensure all rights to exculpation and indemnification and all limitations on liability existing in favor of any current or former director and officer officers or directors of the Conveyed Entities (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Partiescollectively, the “D&O Indemnified PartiesBusiness Indemnitees”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as provided in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to (i) the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents of the Conveyed Entities in effect on the date of this Agreement hereof or (ii) any agreement between a Business Indemnitee and any Conveyed Entity providing for exculpation or indemnification by such Business Indemnitee in effect on the Closing Date and made available to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred Buyer prior to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicabledate hereof, in each case, as shall survive the consummation of the date of this Agreement, Transactions and (ii) not amend, repeal or otherwise modify such provisions shall continue in any respect that would adversely affect full force and effect and be honored by the rights of those Persons thereunder, in each caseConveyed Entities after the Closing, except as to the extent required by applicable Law. (b) For , for a period of six (6) years from thereafter. Following the Closing for a period of six (6) years thereafter, except to the extent required by applicable Law, Buyer shall not permit any of the Conveyed Entities to take any action so as to amend, modify, limit or repeal the provisions for indemnification of the Business Indemnitees contained in the applicable organizational documents of the Conveyed Entities in effect on the date hereof of any Conveyed Entity in such a manner as would adversely affect the rights of any Business Indemnitee to be exculpated or indemnified by such Persons in respect of their serving in such capacities prior to the Closing. If any Action (whether arising before, at or after the Closing) subject to the exculpation or indemnification rights referred to above is made against 58 any Business Indemnitees on or prior to the sixth anniversary of the Closing, Purchaser the provisions of the prior sentences of this Section 5.7(a) shall maintain continue in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’suntil the final disposition of such Action. (b) At or prior to the Closing, the Company Entities’ Sellers shall, in consultation with Buyer, cause the Conveyed Entities to purchase, a non-terminable extension of (or their respective Subsidiaries’ directors’ and officers’ liability equivalent insurance policies (true, correct and complete copies of which have been heretofore made available with respect to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%retentions, amounts and other material terms to) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance policy of the Conveyed Entities (the “D&O Insurance”). The D&O Insurance shall (i) have an effective term of six years from the Closing, (ii) cover each current director or officer currently covered by obtaining a six (6) year “tail” the applicable directors’ and officers’ insurance policy containing terms not materially less favorable than in effect on the terms date of such current insurance coverage with respect to claims existing or this Agreement for actions and omissions occurring at on or prior to the Closing Closing, and (iiiii) if contain terms that are no less favorable than those of the applicable directors’ and officers’ insurance policy in effect on the date of this Agreement; provided that in any claim is asserted or made within event the aggregate premium and policy limit for such six (6) year period, any insurance required to be maintained under this Section 6.12 D&O Insurance shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, the Company Entities or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser shall succeed to the obligations no higher than what is set forth in this Section 6.12. (d5.7(b) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory to of the Seller Representative Disclosure Schedules. The costs of the D&O Insurance shall be borne fifty percent (50%) by the Sellers and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the Closing.fifty percent (50%)

Director and Officer Liability; Indemnification. (a) From If the Closing occurs, Buyer shall and after shall cause the ClosingAcquired Companies to take any necessary actions to provide that all rights to indemnification and all limitations on liability existing in favor of any current or former officers, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer directors, managers or employees of any of the Acquired Companies (xor their respective predecessors) each Company Entity (collectively, the “Company Indemnified Parties”) and (y) Purchaser (the Indemnitees“Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as provided in connection with (i) the Organizational Documents of any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Acquired Companies in effect on the date of this Agreement to indemnify such D&O Indemnified Parties or (including the advancing ii) any agreement providing for indemnification by any Acquired Company of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents any of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, Indemnitees in each case, as of effect on the date of this Agreement and which is disclosed to Buyer on or before the date hereof (an “Indemnity Agreement“) to which Seller or any Acquired Company is a party shall survive the consummation of the transactions contemplated by this Agreement and continue in full force and effect on equal or more favorable terms (including, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect at the rights option of those Persons thereunderBuyer, in each casenew indemnity agreements) and be honored by the Acquired Companies after the Closing; provided, except as required that such indemnification shall be subject to limitations imposed from time to time by Law. Buyer further agrees to assume or cause the Company to comply with the indemnification and continuing insurance obligations of Seller under each of the agreements set forth on Section 4.8 of the Company Disclosure Letter. Without the prior written consent of such Company Indemnitee, Buyer shall not and shall cause the Acquired Companies not to settle any matter for which it or they are providing indemnification to any Company Indemnitee other than any settlement exclusively requiring the payment of monetary damages to be paid entirely by or on behalf of the indemnifying party. (b) For a period of six (6) years from the Closing, Purchaser Buyer shall maintain cause to be maintained in effect for the benefit of the Company’s directors and officers an insurance and indemnification policy with an insurer with a Standard & Poor’s rating of at least A that provides coverage for acts or omissions occurring prior to the Closing (the “D&O Insurance“) covering each such person currently covered by the officers’ and directors’ liability insurance policies held by or for the benefit of the Company on terms with respect to coverage and in amounts no less favorable than those of the Company’s directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’spolicy in effect on the date of this Agreement; provided, that the Company Entities’ or their respective Subsidiaries’ and its Subsidiaries shall not be obligated to pay annual premiums for such D&O Insurance in excess of $5,500,000. Buyer may satisfy its obligations under this Section 4.8(b) by purchasing a “tail” policy from an insurer with a Standard & Poor’s rating of at least A under the Company’s existing directors’ and officers’ liability insurance policies policy, which (truei) has an effective term of six years from the Closing, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives(ii) on terms not less favorable than covers each person currently covered by the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as PurchaserCompany’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under policy in effect on the current directors’ date of this Agreement for actions and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or omissions occurring at on or prior to the Closing and (iiiii) if any claim is asserted or made within such six (6) year period, any contains terms that are no less favorable than those of the Company’s directors’ and officers’ insurance required to be maintained under policy in effect on the date of this Section 6.12 shall be continued in respect of such claim until the final disposition thereofAgreement. (c) Notwithstanding anything contained in this Agreement herein to the contrary, if any Action (whether arising before, at or after the Closing) is made against any person covered by the D&O Insurance on or prior to the sixth anniversary of the Closing, the provisions of this Section 6.12 4.8 shall survive continue in effect until the consummation final disposition of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. such Action. (d) In the event that Purchaser, the Company Entities or Buyer or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser the Company or Buyer, as the case may be, shall succeed to the obligations set forth in this Section 6.124.8. (de) On The obligations of Buyer under this Section 4.8 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 4.8 applies without the Closing Date, Purchaser express written consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 4.8 applies shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers be third party beneficiaries of Purchaser, which indemnification agreements shall continue to be effective following the Closingthis Section 4.8).

Director and Officer Liability; Indemnification. (a) From If the Closing occurs, Parent shall and after shall cause the ClosingAcquired Companies to take any necessary actions to provide that all rights to indemnification and all limitations on liability existing in favor of any current or former officers, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer directors, managers or employees of any of the Acquired Companies (xor their respective predecessors) each Company Entity (collectively, the “Company Indemnified Parties”) and (y) Purchaser (the Indemnitees“Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as provided in connection with (i) the Organizational Documents of any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Acquired Companies in effect on the date of this Agreement to indemnify such D&O Indemnified Parties or (including the advancing ii) any agreement providing for indemnification by any Acquired Company of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents any of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, Indemnitees in each case, as of effect on the date of this Agreement and which is disclosed to Parent on or before the date hereof (an “Indemnity Agreement“) to which any Acquired Company is a party shall survive the consummation of the transactions contemplated by this Agreement and continue in full force and effect on equal or more favorable terms (including, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect at the rights option of those Persons thereunderParent, in each casenew indemnity agreements) and be honored by the Acquired Companies after the Closing; provided, except as required that such indemnification shall be subject to limitations imposed from time to time by Law. Parent further agrees to assume or cause each Acquired Company to comply with the indemnification and continuing insurance obligations of such Acquired Company under each of the agreements set forth on Section 5.8 of the Company Disclosure Letter or provide for new insurance agreements with at least the same level of protection. Without the prior written consent of such Company Indemnitee, Parent shall not and shall cause the Acquired Companies not to settle any matter for which it or they are providing indemnification to any Company Indemnitee other than any settlement exclusively requiring the payment of monetary damages to be paid entirely by or on behalf of the indemnifying party. (b) For a period of six (6) years from the Closing, Purchaser Parent shall maintain cause to be maintained in effect for the benefit of the Company’s directors and officers an insurance and indemnification policy with an insurer with a Standard & Poor’s rating of at least A that provides coverage for acts or omissions occurring prior to the Closing (the “D&O Insurance“) covering each such person currently covered by the officers’ and directors’ liability insurance policies held by or for the benefit of the Company on terms with respect to coverage and in amounts no less favorable than those of the Company’s directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’spolicy in effect on the date of this Agreement; provided, that the Company Entities’ or their respective Subsidiaries’ and its Subsidiaries shall not be obligated to pay annual premiums for such D&O Insurance in excess of 200% of the current premiums paid by the Company for such insurance, in which case, Parent shall cause the Company and its Subsidiaries to obtain as much coverage as possible under substantially similar policies for such maximum amount in aggregate premiums. Parent may satisfy its obligations under this Section 5.8(b) by purchasing a “tail” policy from an insurer with a Standard & Poor’s rating of at least A under the Company’s existing directors’ and officers’ liability insurance policies policy, which (truei) has an effective term of six years from the Closing, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives(ii) on terms not less favorable than covers each person currently covered by the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as PurchaserCompany’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under policy in effect on the current directors’ date of this Agreement for actions and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or omissions occurring at on or prior to the Closing and (iiiii) if any claim is asserted or made within such six (6) year period, any contains terms that are no less favorable than those of the Company’s directors’ and officers’ insurance required to be maintained under policy in effect on the date of this Section 6.12 shall be continued in respect of such claim until the final disposition thereofAgreement. (c) Notwithstanding anything contained in this Agreement herein to the contrary, if any Action (whether arising before, at or after the Closing) is made against any person covered by the D&O Insurance on or prior to the sixth anniversary of the Closing, the provisions of this Section 6.12 5.8 shall survive continue in effect until the consummation final disposition of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. such Action. (d) In the event that Purchaser, the Company Entities or Parent or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser the Company or Parent, as the case may be, shall succeed to the obligations set forth in this Section 6.125.8. (de) On The obligations of Parent under this Section 5.8 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 5.8 applies without the Closing Date, Purchaser express written consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.8 applies shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers be third party beneficiaries of Purchaser, which indemnification agreements shall continue to be effective following the Closingthis Section 5.8).

Director and Officer Liability; Indemnification. (a) From Subject to (and without limiting) Section 5.7(c), from and after the Closing and prior to the sixth (6th) anniversary of the Closing, Pxxxxxxxx agrees Purchaser shall not permit the Company or any Subsidiary thereof to amend (whether by merger, dissolution, liquidation or otherwise) the Organizational Documents of the Company or any Subsidiary thereof as in effect at the Closing in a manner that it shall indemnify would materially diminish the indemnification and hold harmless contribution rights and the provisions contained therein regarding the elimination or limitation of liability, in each present case of the current and former director officers, directors, managing members and officer members of the Company and its Subsidiaries thereunder and any other Persons entitled to indemnification, contribution or liability limitation thereunder (x) each Company Entity (collectively, the “Company Indemnified PartiesIndemnitees”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages in respect of acts or liabilities incurred in connection with any Action, whether civil, criminal, administrative omissions (or investigative, arising out of alleged acts or pertaining to matters existing or omissions) occurring at or prior to the Closing, whether asserted including in respect of any acts or claimed prior to, at omissions (or after alleged acts or omissions) taken or not taken in connection with the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law execution and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date delivery of this Agreement to indemnify such D&O Indemnified Parties (including or any other Transaction Document or the advancing consummation of expenses as incurred the transactions contemplated hereby and thereby; provided that notwithstanding anything contained in this Section 5.7 to the fullest extent permitted under applicable Lawcontrary (but otherwise assuming compliance by Purchaser). Without limiting , in no event shall the foregoingcovenants and agreements made by Purchaser herein be deemed to limit or otherwise restrict its ability to merge, Purchaser shallconsolidate, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including dissolve or liquidate the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than or any Subsidiary following the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by LawClosing. (b) For a period of six (6) years from Prior to the Closing, Purchaser shall maintain in effect purchase an extended reporting period endorsement (the “Tail Insurance Policy”) under Seller’s existing directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, coverage (including employment practices and fiduciary liability insurance) for the benefit of the Company Entities’ or their respective Subsidiaries’ Indemnitees that shall provide such Persons with coverage for six (6) years following the Closing of not less than the existing coverage and having other terms no less favorable to the insured Persons thereunder than the directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser coverage presently maintained by Seller for acts or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or omissions occurring at or prior to the Closing Date. Following the Closing, Purchaser shall cause the Tail Insurance Policy to remain in full force and (ii) if effect and shall not, and shall not cause or permit any claim is asserted Affiliate thereof to, amend, waive, modify or made within such six (6) year periodotherwise alter the terms thereof, any insurance except as may be required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereofby applicable Law. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, If the Company Entities or any Subsidiary thereof or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser the Company or any such Subsidiary, as the case may be, shall succeed to assume the obligations of such Person that are set forth in this Section 6.125.7. (d) On The provisions of this Section 5.7 will survive the Closing Dateand are intended to be for the benefit of, Purchaser shall enter into customary indemnification agreements reasonably satisfactory and will be enforceable by, each of the Company Indemnitees and their respective successors, representatives and heirs, and their rights under this Section 5.7 are in addition to, and will not be deemed to be exclusive of, any other rights to which any such Person is entitled, whether pursuant to applicable Law, agreement or otherwise. Notwithstanding anything contained herein to the Seller Representative and Purchaser with contrary, if, at any time prior to the post-Closing directors and officers sixth (6th) anniversary of Purchaser, which indemnification agreements shall continue to be effective following the Closing, any Company Indemnitee delivers to Purchaser or the Company a written notice asserting a claim for indemnification under any of the provisions set forth in this Section 5.7 or any of the documents referred to herein, then the claim asserted in such notice (and the related indemnification obligations provided for hereunder or in any such document referred to herein) shall survive the sixth (6th) anniversary of the Closing until such time as such claim is fully and finally resolved.

Director and Officer Liability; Indemnification. (a) From The Company, Parent and after the ClosingSurviving Corporation agree that all rights to indemnification and all limitations on liability for acts or omissions occurring prior to the Effective Time existing in favor of any individual who, Pxxxxxxxx agrees that it shall indemnify on or prior to the Effective Time, is or was a current or former officer, director or employee of any of Parent or their respective Subsidiaries (or, if deceased, such individual’s estates, heirs, personal representatives, successors and hold harmless each present and former director and officer of assigns) (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Partiescollectively, the “D&O Indemnified PartiesIndemnitees”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as provided in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to (i) the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents of Parent and any applicable Parent Subsidiary in effect on the date of this Agreement or (ii) any agreement providing for indemnification by Parent or the applicable Parent Subsidiaries in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including which Parent or its Subsidiaries is a party or by which it is bound, shall survive the advancing consummation of expenses as incurred the transactions contemplated hereby and continue in full force and effect and be honored by Parent and the Surviving Corporation and its Subsidiaries after the Effective Time to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For Delaware Law for a period of six (6) years from the ClosingEffective Time. Parent shall, Purchaser and shall maintain cause each of the Surviving Corporation and Parent’s Subsidiaries to, take all actions required by, and otherwise comply with, the provisions of this Section 6.7(a). Without limiting the foregoing, in effect the event of any claim, action or proceeding, (i) Parent shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing, (y) pay the reasonable fees and expenses of counsel selected by each D&O Indemnitee, promptly after statements therefor are received and (z) vigorously assist each D&O Indemnitee in such defense, and (ii) Parent shall cooperate in the defense of any matter; provided, however, that Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Prior to the Effective Time, the Parent shall obtain, at Parent’s expense, “tail” insurance policies with a claims period of at least six years from the Effective Time with respect to directors’ and officers’ liability insurance covering those Persons who are currently directors and officers of the Parent and its Subsidiaries who, immediately prior to the Effective Time, were covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ Parent’s existing directors’ and officers’ liability insurance policies and in amount and scope at least as favorable to such directors and officers as such existing policies for claims arising from facts or events that occurred on or prior to the Effective Time. (trueb) As of the Effective Time, correct the Certificate of Incorporation and complete copies By-Laws of which have been heretofore made available to Purchaser or its agents or representatives) on terms not the Surviving Corporation shall contain provisions no less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing indemnification, limitation of or occurring exculpation from liability and advancement of fees and expenses, except to the extent required by any applicable Law adopted, amended or reinterpreted after the date of this Agreement, than those set forth in the Certificate of Incorporation and the By-Laws of the Parent, respectively, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals (or, if deceased, such individual’s estates, heirs, personal representatives, successors and assigns) who, at or prior to the Closing and (ii) if Effective Time, were directors, officers, employees, fiduciaries or agents of Parent or any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereofParent’s Subsidiaries. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, Parent or the Company Entities Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser Parent or the Surviving Corporation shall succeed to the obligations set forth in this Section 6.126.7. (d) On The obligations and liability of Parent, the Closing DateSurviving Corporation and its Subsidiaries under this Section 6.7 shall be joint and several. (e) This Section 6.7 shall survive consummation of the Merger. It is expressly agreed that the D&O Indemnitees to whom this Section 6.7 applies shall be third party beneficiaries of the obligations to such persons set forth in this Section 6.7 and the covenants and agreements contained herein shall not be deemed exclusive of any other rights to which a D&O Indemnitee is entitled, Purchaser whether pursuant to Law, contract or otherwise. The obligations of Parent, the Surviving Corporation and its Subsidiaries under this Section 6.7 shall enter into customary not be terminated or modified in such a manner as to adversely affect the rights of any D&O Indemnitee or employee (or, if deceased, such individual’s estates, heirs, personal representatives, successors and assigns) to whom this Section 6.7 applies without the consent of such affected Person. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to Parent or Surviving Corporation or any of its officers, directors or employees, it being understood and agreed that the indemnification agreements reasonably satisfactory provided for in this Section 6.7 is not prior to the Seller Representative and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the Closingor in substitution for any such claims under such policies.

Director and Officer Liability; Indemnification. (a) From Unless required by Law, the organizational documents of the Surviving Entity and after its Subsidiaries shall continue to contain provisions no less favorable with respect to the Closingelimination of liability and indemnification of any individual, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and who, on or prior to the Closing Date, was a director, manager, or officer of (x) each Company Entity or its Subsidiaries (the “Company Indemnified PartiesIndemnitees”) and (y) Purchaser (than are presently set forth in the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s Company and its Subsidiaries’ (including , which provisions shall not be amended or repealed for period of six years from the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicableClosing Date, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect manner that would adversely affect the rights thereunder of those Persons thereunderany Company Indemnitee. To the maximum extent permitted by applicable Law, the indemnification and related rights hereunder shall be mandatory rather than permissive, and Purchaser and the Surviving Entity, as applicable, shall promptly advance expenses in each caseconnection with such indemnification to the extent permitted under applicable Law; provided, except as that to the extent required by Law, the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) For a period of six (6) years from Prior to the ClosingClosing Date, Purchaser shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay purchase an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 extension (the “Maximum Annual PremiumD&O Tail Insurance”); provided, that, if the annual premiums ) of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance policy of Company and its Subsidiaries covering those Persons who are, or will be on the Closing Date, covered by obtaining a six the current directors’ and officers’ liability insurance policy of Company and its Subsidiaries (6the “Company Insured Parties”) year “tail” policy containing on terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Company Insured Parties than those of the current directors’ and officers’ liability insurance policy covering the Company Insured Parties; provided, that in no event will the premium for such D&O Tail Insurance exceed $750,000. The D&O Tail Insurance shall provide coverage for a period of six years from the Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required Date for losses to which the Company Insured Parties may be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereofsubject based on pre-Closing occurrences. (c) Notwithstanding anything contained in this Agreement herein to the contrary, this Section 6.12 shall survive if any claim (whether arising before, at or after the consummation Closing Date) is made against any of the Transactions indefinitely and shall be binding, jointly and severallyCompany Indemnitees or the Company Insured Parties, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, the Company Entities or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser shall succeed prior to the obligations set forth in this Section 6.12. (d) On sixth anniversary of the Closing Date, the provisions of this Section 6.7 shall continue in effect until the final disposition of such claim. Purchaser shall enter into customary indemnification agreements reasonably satisfactory cause each of the Surviving Entity and its Subsidiaries to take all actions required by, and otherwise comply with, the Seller Representative provisions of this Section 6.7. It is expressly agreed that Company Indemnitees and Purchaser with the post-Closing directors and officers Company Insured Parties to whom this Section 6.7 applies shall be third party beneficiaries of Purchaser, which indemnification agreements shall continue to be effective following the Closingthis Section 6.7.

Director and Officer Liability; Indemnification. (a) From and after Following the Closing, Pxxxxxxxx agrees Buyer shall and shall cause its Subsidiaries to take any necessary actions to provide that it shall indemnify all rights to indemnification and hold harmless each present all limitations on liability existing in favor of any current or former officers, directors, managers or employees of any of the Company and former director and officer of its Subsidiaries (xor their respective predecessors) each Company Entity (collectively, the “Company Indemnified PartiesIndemnitees”), as provided (i) and (y) Purchaser (in the “Purchaser Indemnified Parties” and together with Organizational Documents of any of the Company Indemnified Partiesand its Subsidiaries in effect on the date of this Agreement, the “D&O Indemnified Parties”(ii) against in any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that agreement providing for indemnification by the Company Entities or Purchaser, as its Subsidiaries of any of the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Company Indemnitees in effect on the date of this Agreement to indemnify such D&O Indemnified Parties and which is set forth on Section 7.5 of the Disclosure Letter or (including the advancing of expenses as incurred to the fullest extent permitted iii) under applicable Law)law, shall survive the consummation of the transactions contemplated by this Agreement and continue in full force and effect on equal or more favorable terms (including, at the option of Buyer, in new indemnity agreements) and be honored by the Company and its Subsidiaries after the Closing; provided, that such indemnification shall be subject to limitations imposed from time to time by applicable law. Buyer further agrees to assume or cause the Company or its Subsidiaries to comply with the indemnification and continuing insurance obligations of the Company or such Subsidiary under each of the agreements set forth on Section 7.5 of the Disclosure Letter or provide for new insurance agreements with at least the same level of protection. Without limiting the foregoingprior written consent of such Company Indemnitee, Purchaser shall, Buyer shall not and shall cause its Subsidiaries not to (i) maintain provisions in its Organizational Documents concerning settle any matter for which it or they are providing indemnification to any Company Indemnitee other than any settlement exclusively requiring the indemnification payment of monetary damages to be paid entirely by or on behalf of the indemnifying party. Notwithstanding anything herein to the contrary and exoneration (including provisions relating to expense advancement) for avoidance of Purchaser’s doubt, Buyer and its Subsidiaries’ (including the Affiliates shall have no obligation under this Agreement to indemnify any Company Entities’) former and current officers, directors, employees, and agents that are no less favorable Indemnitee with respect to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that matters for which Buyer would adversely affect the rights of those Persons thereunder, in each case, except as required by Lawbe entitled to indemnification under Article IX. (b) For a period of six (6) years from the Closing, Purchaser Buyer shall maintain cause to be maintained in effect for the benefit of the Company’s directors and officers an insurance and indemnification policy with an insurer with a Standard & Poor’s rating of at least “A” that provides coverage for acts or omissions occurring prior to the Closing (the “D&O Insurance”) covering each such person currently covered by the officers’ and directors’ liability insurance policies held by or for the benefit of the Company on terms with respect to coverage and in amounts no less favorable than those of the Company’s directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’spolicy in effect on the date of this Agreement; provided, that the Company Entities’ or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms Subsidiaries shall not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required obligated to pay an annual premium premiums for such insurance D&O Insurance in excess of three hundred percent (300%) % of the aggregate current annual premium payable premiums paid by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for insurance, in which case, Buyer shall cause the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated Company and its Subsidiaries to obtain a policy with the greatest as much coverage available as possible under substantially similar policies for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued maximum amount in respect of such claim until the final disposition thereofaggregate premiums. (c) Notwithstanding anything contained in this Agreement herein to the contrary, if any action or claim (whether arising before, at or after the Closing) is made against any person covered by the D&O Insurance on or prior to the sixth anniversary of the Closing, the provisions of this Section 6.12 7.5 shall survive continue in effect until the consummation final disposition of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. such action or claim. (d) In the event that Purchaser, the Company Entities or Buyer or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser the Company or Buyer, as the case may be, shall succeed to the obligations set forth in this Section 6.127.5. (de) On The obligations of Buyer under this Section 7.5 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 7.5 applies without the Closing Date, Purchaser express written consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 7.5 applies shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers be third party beneficiaries of Purchaser, which indemnification agreements shall continue to be effective following the Closingthis Section 7.5).

Director and Officer Liability; Indemnification. (a) From After the Effective Time, all rights to exculpation, indemnification and after reimbursement and advancement of expenses, and all limitations on liability, existing in favor of any current or former officer, employee or member of the Closingboard of directors or board of managers (or comparable governing body) of the Company and/or any of its Subsidiaries (collectively, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Company Entity (the “Company Indemnified PartiesIndemnitees”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages as provided in the articles or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of incorporation or formation, bylaws, limited liability company agreement agreement, by-laws or other organizational documents of the Company or any of its Subsidiaries, and/or in any agreements or arrangements of the Company or any of its Subsidiaries providing for similar rights and limitations in favor of any of the Company Indemnitees, in any such case as in effect on the date as of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred immediately prior to the fullest extent permitted under applicable Law). Without limiting Effective Time shall survive the foregoingconsummation of the transactions contemplated hereby and continue in full force and effect, Purchaser and Parent shall, and Parent shall cause the Surviving Corporation and each of its Subsidiaries to, honor all such rights and limitations after the Effective Time, to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify extent such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required are permitted by applicable Law. (b) . For a period of six (6) years from the ClosingEffective Time, Purchaser all such rights of exculpation, indemnification and reimbursement and advancement of expenses, and all such limitations on liability, shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees shall be third party beneficiaries of this Section 4.6) unless required by applicable Law. (a) At the Effective Time, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, obtain, maintain in effect directorsand fully pay for an irrevocable “tail” officers’ and officersdirectors’ liability insurance covering those Persons who are currently covered by Purchaser’s, policy naming the Company Entities’ Indemnitees as direct beneficiaries with a claims period of at least six (6) years after the Effective Time in respect of acts or their respective Subsidiaries’ directors’ omissions occurring on or prior to the Closing Date, such insurance policy to contain terms with respect to coverage and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms be in an amount not less favorable than the terms officers’ and directors’ liability insurance policy maintained by the Company and its Subsidiaries as in effect on the date of such current insurance coveragethis Agreement and shall be reviewed by, except and approved in advance by, the Company; provided however that in no event shall Purchaser will the Surviving Corporation be required to pay expend an annual premium for such insurance coverage in excess of three hundred percent (300%) 325% of the aggregate last annual premium payable paid by Purchaser or the Company Entities, as applicable (whichever premium being higher), or any of its Subsidiaries for such insurance policy for prior to the year ended December 31date of this Agreement. (b) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, 2021 (advancement of expenses and exculpation of former or present directors and officers than those set forth in the “Maximum Annual Premium”); providedCompany Certificate and Bylaws as of the date hereof, thatwhich provisions shall not be amended, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available repealed or otherwise modified for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a period of six (6) year “tail” policy containing terms not materially less favorable than years from the terms Effective Time in any manner that would adversely affect the rights thereunder of any such current insurance coverage with respect to claims existing or occurring at or prior to the Closing and (ii) if any claim is asserted or made within such six (6) year periodindividuals, any insurance unless required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereofby applicable Law. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that PurchaserParent, the Company Entities Surviving Corporation or any Subsidiary of the Surviving Corporation, or any of their respective successors or assigns assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser Parent, the Surviving Corporation or its applicable Subsidiary (or their respective successors and assigns) shall succeed to assume in writing the obligations set forth in this Section 6.124.6. (d) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory Notwithstanding anything herein to the Seller Representative contrary, if any claim, action, suit, proceeding or investigation with respect to which a Company Indemnitee would have been entitled to indemnification prior to the Effective Time (whether arising before, at or after the Effective Time) is made against any Company Indemnitee on or prior to the sixth anniversary of the Effective Time, the provisions and Purchaser with the post-Closing directors and officers benefits of Purchaser, which indemnification agreements this Section 4.6 shall continue in full effect until the final disposition of such claim, action, suit, proceeding or investigation. (e) The indemnification provided for herein shall not be deemed exclusive of any other rights to which a Company Indemnitee is entitled, whether pursuant to Law, Contract or otherwise. The provisions of this Section 4.6 shall survive the consummation of the Merger and, notwithstanding any other provision of this Agreement that may be effective following to the Closingcontrary, expressly are intended to benefit, and shall be enforceable by, each of the Company Indemnitees and their respective heirs and legal representatives.

Director and Officer Liability; Indemnification. (a) From If the Closing occurs, Parent shall cause all rights to indemnification and after all limitations on liability existing in favor of any employee, officer, director, managing member, manager, Affiliate and agent of the ClosingCompany and its Subsidiaries, Pxxxxxxxx agrees in each case that it shall indemnify and hold harmless each present and former director and officer of is an individual (x) each Company Entity (collectively, the “Company Indemnified PartiesIndemnitees”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as provided in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For a period of six (6) years from the Closing, Purchaser shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available its Subsidiaries to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and continue in full force and effect and be honored by the Company and its Subsidiaries after the Closing. The obligations of Parent under this Section 7.18 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 7.18 applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 7.18 applies shall be bindingthird-party beneficiaries of this Section 7.18). If the Closing occurs, jointly Parent shall cause the Company and severally, on Purchaser and its Subsidiaries to pay all successors and assigns of Purchaser. expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 7.18. (b) In the event that PurchaserParent, the Company Entities and its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity Person of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets or stock or other equity interests to any Person, then, then and in each such case, Purchaser Parent shall ensure that proper provision shall be made so that the successors and assigns of Purchaser Parent or the Company or its Subsidiaries, as the case may be (or their respective successors and assigns), shall succeed to assume the obligations set forth in this Section 6.127.18. (dc) On The Company shall, or shall cause its Affiliates to, obtain a “tail” directors’ and officers’ liability insurance policy, effective for a period of at least six (6) years from the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory for the benefit of the Company and its Subsidiaries or any of their officers and directors, as the case may be, with respect to claims arising from facts or events that occurred on or before the Seller Representative and Purchaser with the post-Closing directors and officers of PurchaserDate; provided, which indemnification agreements shall continue to be effective however, that in no event will Parent or its Subsidiaries (including, following the Closing, the Surviving Corporation and the Surviving LLC) be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 300% of the most recent annual premium paid by the Company and its Subsidiaries for such insurance.

Director and Officer Liability; Indemnification. (a) From After the Effective Time, all rights to exculpation, indemnification and after reimbursement and advancement of expenses, and all limitations on liability, existing in favor of any current or former officer or member of the Closingboard of directors (or comparable governing body) of the Company and/or any of the Company Subsidiaries (in each case, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer of when acting in such capacity) (x) each Company Entity (collectively, the “Company Indemnified PartiesIndemnitees”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as provided in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement by-laws or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective any of the Company Subsidiaries, as applicableand/or in any agreements or arrangements of the Company or any of the Company Subsidiaries set forth on Schedule 5.7(a) providing for similar rights and limitations in favor of any of the Company Indemnitees, in each case, any such case as in effect as of immediately prior to the date Agreement Date, shall survive the consummation of the transactions contemplated hereby and continue in full force and effect, and the Surviving Corporation and each of its Subsidiaries shall honor all such rights and limitations after the Effective Time in accordance with their terms. All such rights of exculpation, indemnification and reimbursement and advancement of expenses, and all such limitations on liability, shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees shall be third party beneficiaries of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by LawSection 5.7). (b) For At the Effective Time, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, obtain, maintain and fully pay for irrevocable “tail” officers’ and directors’ liability insurance and fiduciary liability insurance policies naming the Company Indemnitees as direct beneficiaries with a claims period of at least six (6) years from after the ClosingClosing Date in respect of acts or omissions occurring on or prior to the Effective Time, Purchaser shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ directors’ and officers’ liability such insurance policies (true, correct to contain terms with respect to coverage and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms be in an amount not less favorable than the terms of such current officers’ and directors’ liability insurance coverageand fiduciary liability insurance policies maintained by the Company and the Company Subsidiaries as in effect on the Agreement Date and shall be reviewed by, except that and approved in no event advance by, the Company (which approval shall Purchaser not be required unreasonably withheld, delayed or conditioned). In satisfying its obligations pursuant to this Section 5.7(b), the Surviving Corporation will not be obligated to pay an annual aggregate premium for such insurance in excess of three hundred percent (300%) % of the aggregate annual premium payable amount paid by Purchaser or the Company Entitiesfor coverage for its last full fiscal year (such 300% amount, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if . If the aggregate annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaserthe Company’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereofcarrier. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation The certificate of incorporation and by-laws of the Transactions indefinitely Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former directors and officers than are presently set forth in the certificate of incorporation and by-laws of the Company in effect as of the Agreement Date, which provisions shall not be bindingamended, jointly and severally, on Purchaser and all successors and assigns repealed or otherwise modified in a manner that is adverse to an Company Indemnitee for a period of Purchaser. six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any such individuals. (d) In the event that PurchaserParent, the Company Entities Surviving Corporation or any Subsidiary of the Surviving Corporation, or any of their respective successors or assigns assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser Parent, the Surviving Corporation or its applicable Subsidiary (or their respective successors and assigns) shall succeed to assume the obligations set forth in this Section 6.125.7. (de) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory Notwithstanding anything herein to the Seller Representative contrary, if any proceeding (whether arising before, at or after the Effective Time) with respect to which a Company Indemnitee would be entitled to rights to exculpation, indemnification, reimbursement and Purchaser with advancement of expenses and any limitations on liability under the postapplicable certificate of incorporation, by-Closing directors laws or other organizational documents of the Company or any of the Company Subsidiaries, and/or in any agreements or arrangements of the Company or any of the Company Subsidiaries providing for similar rights and officers limitations in favor of Purchaserany of the Company Indemnitees, which indemnification agreements is made against any Company Indemnitee on or prior to the sixth (6th) anniversary of the Effective Time, the provisions and benefits of this Section 5.7 shall continue in full effect until the final disposition of such claim, action, suit, proceeding or investigation. (f) The indemnification provided for herein shall not be deemed exclusive of any other rights to which a Company Indemnitee is entitled, whether pursuant to applicable Law or Contract. The provisions of this Section 5.7 shall survive the consummation of the transactions contemplated hereby, notwithstanding any other provision of this Agreement that may be effective following to the Closingcontrary, and expressly are intended to benefit, and shall be enforceable by, each of the Company Indemnitees and their respective heirs and legal representatives.

Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx agrees that it Buyer shall indemnify and hold harmless shall cause each present Conveyed Entity to take any necessary actions to ensure all rights to exculpation and indemnification and all limitations on liability existing in favor of any current or former director and officer officers or directors of the Conveyed Entities (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Partiescollectively, the “D&O Indemnified PartiesBusiness Indemnitees”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as provided in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to (i) the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents of the Conveyed Entities in effect on the date of this Agreement hereof or (ii) any agreement between a Business Indemnitee and any Conveyed Entity providing for exculpation or indemnification by such Business Indemnitee in effect on the Closing Date and made available to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred Buyer prior to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicabledate hereof, in each case, as shall survive the consummation of the date of this Agreement, Transactions and (ii) not amend, repeal or otherwise modify such provisions shall continue in any respect that would adversely affect full force and effect and be honored by the rights of those Persons thereunder, in each caseConveyed Entities after the Closing, except as to the extent required by applicable Law. (b) For , for a period of six (6) years from thereafter. Following the Closing for a period of six (6) years thereafter, except to the extent required by applicable Law, Buyer shall not permit any of the Conveyed Entities to take any action so as to amend, modify, limit or repeal the provisions for indemnification of the Business Indemnitees contained in the applicable organizational documents of the Conveyed Entities in effect on the date hereof of any Conveyed Entity in such a manner as would adversely affect the rights of any Business Indemnitee to be exculpated or indemnified by such Persons in respect of their serving in such capacities prior to the Closing. If any Action (whether arising before, at or after the Closing) subject to the exculpation or indemnification rights referred to above is made against any Business Indemnitees on or prior to the sixth anniversary of the Closing, Purchaser the provisions of the prior sentences of this Section 5.7(a) shall maintain continue in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’suntil the final disposition of such Action. (b) At or prior to the Closing, the Company Entities’ Sellers shall, in consultation with Buyer, cause the Conveyed Entities to purchase, a non-terminable extension of (or their respective Subsidiaries’ directors’ and officers’ liability equivalent insurance policies (true, correct and complete copies of which have been heretofore made available with respect to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%retentions, amounts and other material terms to) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance policy of the Conveyed Entities (the “D&O Insurance”). The D&O Insurance shall (i) have an effective term of six years from the Closing, (ii) cover each current director or officer currently covered by obtaining a six (6) year “tail” the applicable directors’ and officers’ insurance policy containing terms not materially less favorable than in effect on the terms date of such current insurance coverage with respect to claims existing or this Agreement for actions and omissions occurring at on or prior to the Closing Closing, and (iiiii) if contain terms that are no less favorable than those of the applicable directors’ and officers’ insurance policy in effect on the date of this Agreement; provided that in any claim is asserted or made within event the aggregate premium and policy limit for such six (6) year period, any insurance required to be maintained under this Section 6.12 D&O Insurance shall be continued no higher than what is set forth in respect Section 5.7(b) of such claim until the final disposition thereofSeller Disclosure Schedules. The costs of the D&O Insurance shall be borne fifty percent (50%) by the Sellers and fifty percent (50%) by Buyer. (c) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, this Section 6.12 5.7 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, binding on Purchaser and all successors and assigns of PurchaserBuyer. In the event that Purchaser, a Conveyed Entity after the Company Entities Closing or Buyer or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns or transferees of Purchaser the properties or assets of the Conveyed Entity or Buyer, as the case may be, shall succeed to the obligations set forth in this Section 6.125.7. (d) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the Closing.

Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior Prior to the Closing, whether asserted the Seller shall (or claimed shall cause the Companies to) purchase coverage for the directors and officers of the Companies and their respective Subsidiaries, which shall be exclusively “A side” coverage that provides coverage for acts or omissions occurring prior to, at or after the Closing, to the fullest extent that Closing (the Company Entities “D&O Insurance”) covering each such person currently covered by the officers’ and directors’ liability insurance policies held by or Purchaser, as for the case may be, would have been permitted under applicable Law benefit of such Persons on terms with respect to coverage and its respective certificate in amounts no less favorable than those of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents the directors’ and officers’ insurance policies in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including Agreement, which coverage shall be satisfied by the advancing of expenses as incurred to Seller purchasing a “tail” policy which shall be exclusively “A side” coverage under the fullest extent permitted under applicable Law). Without limiting existing directors’ and officers’ insurance policies for the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions benefit of the Organizational Documents of the Company Entities, Purchaser or Companies and their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and which (iii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For a period has an effective term of six (6) years from the Closing, Purchaser shall maintain in effect (ii) covers each person currently covered by the directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, policy for the Company Entities’ or benefit of the Companies and their respective Subsidiaries’ Subsidiaries in effect on the date of this Agreement for actions and omissions occurring on or prior to the Closing, and (iii) contains terms that are no less favorable than those of the directors’ and officers’ liability insurance policies for the benefit of the Companies and their respective Subsidiaries in effect on the date of this Agreement. At or prior to the Closing, the Seller shall provide a copy of the D&O Insurance policy to the Buyer, along with written confirmation from the insurance provider that the policy will be bound at Closing. (trueb) During the period ending on the sixth (6th) anniversary of the Closing, correct the Buyer shall cause the Company and complete copies of which have been heretofore made available its Subsidiaries to: (i) to Purchaser the full extent (but only to such extent) the Company or its agents Subsidiaries, as applicable, is required under its Organizational Documents to indemnify its own directors or representativesofficers, indemnify and hold harmless any current or former officers, directors, managers or employees of the Company and its Subsidiaries (collectively, the “Company Indemnitees”) against and from any Losses in connection with any Action, to the extent such Action arises out of or pertains to any action or omission or alleged action or omission in such Company Indemnitee’s capacity as a director, officer or employee of the Company or any of its Subsidiaries, and (ii) to the extent the Company or its Subsidiaries, as applicable, is required under its Organizational Documents to pay in advance of the final disposition of any such Action the expenses (including reasonable attorneys’ fees) of any Company Indemnitee upon receipt of an undertaking by or on terms not less favorable than the terms behalf of such current insurance coverage, except Company Indemnitee to repay such amount if it shall ultimately be determined that in no event shall Purchaser such Company Indemnitee is not entitled to be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”)indemnified; provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (iall rights to indemnification under this Section 6.9(b) Purchaser may in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such Action. Notwithstanding the foregoing, the Company and its Subsidiaries shall only be obligated, and the Buyer shall only be obligated to cause coverage the Company or any of its Subsidiaries to, indemnify a Company Indemnitee to the extent such Company Indemnitee acted in good faith and in a manner reasonably believed to be extended under in, or not opposed to, the current directors’ best interests of the Company and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage its Subsidiaries, and, with respect to claims existing any criminal action or occurring at or prior proceeding, had no reasonable cause to the Closing and (ii) if any claim is asserted or made within believe such six (6) year period, any insurance required Company Indemnitee’s conduct was contrary to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereofapplicable Laws. (c) Notwithstanding anything herein to the contrary, if any Action (whether arising before, at or after the Closing) is made against any person covered by the D&O Insurance on or prior to the sixth (6th) anniversary of the Closing, the provisions of this Section 6.9 shall continue in effect until the final disposition of such Action. Except to the extent required by applicable Law, neither the Buyer nor any of the Companies or their Subsidiaries shall take any action so as to materially amend, modify, limit or repeal the provisions for indemnification of the Company Indemnitees contained in this Agreement the Organizational Documents in such a manner as would adversely affect the rights of any Company Indemnitee to be exculpated or indemnified by such Persons in respect of their serving in such capacities prior to the Closing. (d) Notwithstanding anything contained in Section 10.8 hereof to the contrary, this Section 6.12 6.9 shall survive the consummation of the Transactions indefinitely transactions contemplated by this Agreement in accordance with its terms and shall be bindingenforceable by the Company Indemnitees and their successors, jointly and severally, on Purchaser and all successors and assigns of Purchaserheirs or representatives. In the event that Purchaserany of the Buyer, the Company Entities Companies or any of their respective successors or assigns Subsidiaries after the Closing (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that the Buyer will use commercially reasonable efforts to make proper provision shall be made provisions so that the successors and assigns of Purchaser the Buyer, Companies or their Subsidiaries, as the case may be, shall succeed to the obligations set forth in this Section 6.126.9. (de) On The obligations of Buyer under this Section 6.9 shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 6.9 applies without the Closing Dateexpress written consent of such affected Person (it being expressly agreed that the Person to whom this Section 6.9 applies (including his or her successors, Purchaser heirs or representatives) shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the postbe express third-Closing directors and officers party beneficiaries of Purchaser, which indemnification agreements shall continue to be effective following the Closing.this Section 6.9

Director and Officer Liability; Indemnification. (a) From If the Closing occurs, Buyer shall and after shall cause the ClosingAcquired Companies to take any necessary actions to provide that all rights to indemnification and all limitations on liability existing in favor of any current or former officers, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer directors, managers or employees of any of the Acquired Companies (xor their respective predecessors) each Company Entity (collectively, the “Company Indemnified PartiesIndemnitees”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as provided in connection with (i) the Organizational Documents of any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Acquired Companies in effect on the date of this Agreement to indemnify such D&O Indemnified Parties or (including the advancing ii) any agreement providing for indemnification by any Acquired Company of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents any of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, Indemnitees in each case, as of effect on the date of this Agreement and which is disclosed to Buyer on or before the date hereof (an “Indemnity Agreement”) to which Seller or any Acquired Company is a party shall survive the consummation of the transactions contemplated by this Agreement and continue in full force and effect on equal or more favorable terms (including, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect at the rights option of those Persons thereunderBuyer, in each casenew indemnity agreements) and be honored by the Acquired Companies after the Closing; provided, except as required that such indemnification shall be subject to limitations imposed from time to time by Law. Buyer further agrees to assume or cause the Company to comply with the indemnification and continuing insurance obligations of Seller under each of the agreements set forth on Section 4.8 of the Company Disclosure Letter. Without the prior written consent of such Company Indemnitee, Buyer shall not and shall cause the Acquired Companies not to settle any matter for which it or they are providing indemnification to any Company Indemnitee other than any settlement exclusively requiring the payment of monetary damages to be paid entirely by or on behalf of the indemnifying party. (b) For a period of six (6) years from the Closing, Purchaser Buyer shall maintain cause to be maintained in effect for the benefit of the Company’s directors and officers an insurance and indemnification policy with an insurer with a Standard & Poor’s rating of at least A that provides coverage for acts or omissions occurring prior to the Closing (the “D&O Insurance”) covering each such person currently covered by the officers’ and directors’ liability insurance policies held by or for the benefit of the Company on terms with respect to coverage and in amounts no less favorable than those of the Company’s directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’spolicy in effect on the date of this Agreement; provided, that the Company Entities’ or their respective Subsidiaries’ and its Subsidiaries shall not be obligated to pay annual premiums for such D&O Insurance in excess of $5,500,000. Buyer may satisfy its obligations under this Section 4.8(b) by purchasing a “tail” policy from an insurer with a Standard & Poor’s rating of at least A under the Company’s existing directors’ and officers’ liability insurance policies policy, which (truei) has an effective term of six years from the Closing, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives(ii) on terms not less favorable than covers each person currently covered by the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as PurchaserCompany’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under policy in effect on the current directors’ date of this Agreement for actions and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or omissions occurring at on or prior to the Closing and (iiiii) if any claim is asserted or made within such six (6) year period, any contains terms that are no less favorable than those of the Company’s directors’ and officers’ insurance required to be maintained under policy in effect on the date of this Section 6.12 shall be continued in respect of such claim until the final disposition thereofAgreement. (c) Notwithstanding anything contained in this Agreement herein to the contrary, if any Action (whether arising before, at or after the Closing) is made against any person covered by the D&O Insurance on or prior to the sixth anniversary of the Closing, the provisions of this Section 6.12 4.8 shall survive continue in effect until the consummation final disposition of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. such Action. (d) In the event that Purchaser, the Company Entities or Buyer or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser the Company or Buyer, as the case may be, shall succeed to the obligations set forth in this Section 6.124.8. (de) On The obligations of Buyer under this Section 4.8 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 4.8 applies without the Closing Date, Purchaser express written consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 4.8 applies shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers be third party beneficiaries of Purchaser, which indemnification agreements shall continue to be effective following the Closingthis Section 4.8).

Director and Officer Liability; Indemnification. (a) From and after the Closing and prior to the sixth (6th) anniversary of the Closing, Pxxxxxxxx agrees and except as otherwise specified in Section 5.7(a) of the Seller Disclosure Schedule, Purchaser shall not permit the Company to amend (whether by merger, dissolution, liquidation or otherwise) the Organizational Documents of the Company as in effect at the Closing in a manner that it shall indemnify would diminish in any respect the indemnification and hold harmless contribution rights and the provisions contained therein regarding the elimination or limitation of liability, in each present case of the current and former director officers, directors, managing members and officer members of the Company thereunder and any other Persons entitled to indemnification, contribution or liability limitation thereunder (x) each Company Entity (collectively, the “Company Indemnified PartiesIndemnitees”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages in respect of acts or liabilities incurred in connection with any Action, whether civil, criminal, administrative omissions (or investigative, arising out of alleged acts or pertaining to matters existing or omissions) occurring at or prior to the Closing, whether asserted including in respect of any acts or claimed prior to, at omissions (or after alleged acts or omissions) taken or not taken in connection with the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law execution and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date delivery of this Agreement to indemnify such D&O Indemnified Parties (including or any other Transaction Document or the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions consummation of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, transactions contemplated hereby and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Lawthereby. (b) For a period of six (6) years from Prior to the Closing, Purchaser shall maintain in effect purchase an extended reporting period endorsement (the “Tail Insurance Policy”) under Seller’s existing directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, coverage (including employment practices and fiduciary liability insurance) for the benefit of the Company Entities’ or their respective Subsidiaries’ Indemnitees that shall provide such Persons with coverage for six (6) years following the Closing of not less than the existing coverage and having other terms no less favorable to the insured Persons thereunder than the directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser coverage presently maintained by Seller for acts or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or omissions occurring at or prior to the Closing Date; provided, however, that such Tail Insurance Policy shall only apply to time periods beginning December 4, 2007 and (ii) if shall only cover the Company Indemnitees for acts or omissions with respect to the Company. Following the Closing, Purchaser shall cause the Tail Insurance Policy to remain in full force and effect and shall not, and shall not cause or permit any claim is asserted Affiliate thereof to, amend, waive, modify or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until otherwise alter the final disposition terms thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, If the Company Entities or any of their respective its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser the Company shall succeed to assume the obligations of such Person that are set forth in this Section 6.125.7. (d) On The provisions of this Section 5.7 will survive the Closing Dateand are intended to be for the benefit of, Purchaser shall enter into customary indemnification agreements reasonably satisfactory and will be enforceable by, each of the Company Indemnitees and their respective successors, representatives and heirs, and their rights under this Section 5.7 are in addition to, and will not be deemed to be exclusive of, any other rights to which any such Person is entitled, whether pursuant to applicable Law, agreement or otherwise. Notwithstanding anything contained herein to the Seller Representative and Purchaser with contrary, if, at any time prior to the post-Closing directors and officers sixth (6th) anniversary of Purchaser, which indemnification agreements shall continue to be effective following the Closing, any Company Indemnitee delivers to Purchaser or the Company a written notice asserting a claim for indemnification under any of the provisions set forth in this Section 5.7 or any of the documents referred to herein, then the claim asserted in such notice (and the related indemnification obligations provided for hereunder or in any such document referred to herein) shall survive the sixth (6th) anniversary of the Closing until such time as such claim is fully and finally resolved.

Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For a period of six (6) years from after the Closing, Purchaser (i) Parent shall maintain not, and shall not permit the Group Companies to, amend, repeal or modify any provision in any of their Organizational Documents as in effect on the date of this Agreement relating to the exculpation, indemnification or advancement of expenses of any present or former officers, managers and/or directors as of immediately prior to the Closing (each, a “D&O Indemnified Person”) (unless and to the extent required by Law) in a manner that would adversely affect the rights of D&O Indemnified Persons and (ii) Parent shall cause the Group Companies to, to the fullest extent permitted by the Organizational Documents as in effect on the date of this Agreement, indemnify and hold harmless the D&O Indemnified Persons against all Losses in respect of any threatened, pending or completed claim, action or proceeding, whether criminal, civil, administrative or investigative, based on or arising out of or relating to the fact that such Person is or was a director or officer of any of the Group Companies arising out of acts or omissions occurring on or prior to the Closing. (b) At or prior to the Closing, the Company shall purchase (and the Surviving Company shall maintain) in effect beginning on the Closing Date and for a period of six (6) years thereafter without any lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance covering coverage for the benefit of those Persons who are currently covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ any Group Company’s directors’ and officers’ liability insurance policies (true, correct and complete copies as of which have been heretofore made available the date hereof or at the Closing with respect to Purchaser or its agents or representatives) on terms not less favorable than matters occurring prior to the terms Closing. The cost of such current insurance coverage, except that in no event directors’ and officers’ tail policy shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred borne fifty percent (30050%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable and fifty percent (whichever premium being higher), for such insurance 50%) by Parent. Such policy for shall provide coverage that is at least equal to the year ended December 31, 2021 (coverage provided under the “Maximum Annual Premium”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company EntitiesGroup Companies’ current directors’ and officers’ liability insurance carrier; provided, however, policies; provided that (i) Purchaser the Surviving Company may cause substitute therefor policies of at least the same coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms and conditions which are no less advantageous to the beneficiaries thereof so long as such substitution does not materially less favorable than the terms of such current insurance result in gaps or lapses in coverage with respect to claims existing or matters occurring at or prior to the Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereofDate. (c) Notwithstanding anything contained in this Agreement to If Parent, the contrarySurviving Company, this Section 6.12 shall survive the consummation any of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, the Company Entities Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser Parent shall ensure that cause proper provision shall to be made so that the applicable successors and assigns of Purchaser shall succeed to or transferees expressly assume the obligations set forth in this Section 6.125.7. (d) On In addition to the foregoing, during the pre-Closing period, the Company shall, at the request of Parent, use commercially reasonable efforts to purchase, with effect beginning on the Closing Date, Purchaser tail policies under the Group Company’s Insurance Policies with coverage and terms as determined by Parent. The cost of such tail policies shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the Closingborne by Parent.

Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For a period of six (6) years from after the Closing, Purchaser XXXX shall maintain not, and shall not permit MD Holdings, the Company or any of its Subsidiaries to, amend, repeal or otherwise modify any provision in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by PurchaserMD Holding’s, the Company Entities’ Company’s or their respective any of its Subsidiaries’ directors’ certificate of incorporation or formation, bylaws or limited liability company agreement (or equivalent governing document) in respect of the time period prior to the Closing relating to the exculpation or indemnification of any managers, directors and/or officers from the form of such provisions as of immediately prior to the Closing (unless required by Law), it being the intent of the parties that the managers, directors and officers’ liability officers of MD Holdings, the Company and its Subsidiaries shall continue to be entitled to such exculpation and indemnification in respect of the time period prior to the Closing to the fullest extent permitted by Law. (b) At the Closing, the Company shall obtain, maintain and fully pay for irrevocable “tail” insurance policies (truenaming the current and former managers, correct directors and complete copies officers of which have been heretofore made available to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverageMD Holdings, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, and its Subsidiaries as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if the annual premiums direct beneficiaries with a claims period of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a at least six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to years from the Closing and (ii) if any claim is asserted or made within such six (6) year periodDate, any insurance required to be maintained under this Section 6.12 the cost of which shall be continued a post-closing expense of the Company and not reduce Closing Cash or be included as a Company Transaction Expense. XXXX shall not, and shall cause the Company not to, cancel or change such insurance policies in respect of such claim until the final disposition thereofany material respect. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that PurchaserXXXX, MD Holdings, the Company Entities Company, its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each either such case, Purchaser shall ensure that case proper provision shall be made so that the successors and assigns of Purchaser XXXX, MD Holdings or the Company or its Subsidiary, as the case may be, shall succeed to assume the obligations set forth in this Section 6.128.12. (d) On the Closing DateThe current and former managers, Purchaser shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers of PurchaserMD Holdings, which indemnification agreements the Company and its Subsidiaries are express and intended third-party beneficiaries of the provisions of this Section 8.12 and shall continue be entitled to be effective following independently enforce the Closingterms hereof as if they were each a party to this Agreement.

Director and Officer Liability; Indemnification. (a) From If the Closing occurs, Parent and after the ClosingCompanies agree that all rights to indemnification and all limitations on liability (including obligations to advance funds for expenses) now existing in favor of any officer, Pxxxxxxxx agrees director or manager of the Companies and their Subsidiaries, in each case that it shall indemnify and hold harmless each present and former director and officer of is an individual (x) each Company Entity (collectively, the “Company Indemnified PartiesIndemnitees”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as provided in connection with any Action, whether civil, criminal, administrative or investigative, arising out the applicable Company Organizational Documents shall survive the consummation of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law transactions contemplated hereby and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents continue in full force and effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries not be terminated or modified in such a manner as to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights any right thereunder of those Persons thereunder, in each case, except as required by Law. (bany Company Indemnitee to whom this Section 5.10(a) For applies for a period of not less than six (6) years from the Effective Time. (b) Parent will purchase, effective as of the Closing, Purchaser shall maintain in effect a tail insurance policy to the current policy of directors’ and officers’ liability insurance covering those Persons who are currently covered maintained by Purchaser’sthe Companies, which tail policy shall be effective for a period from the Closing through and including the sixth (6th) anniversary of the Closing Date with respect to claims arising from facts or events that occurred before the Closing, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the Company Entities’ or coverage currently provided by such current policy; provided, however, that in no event shall Parent be required to expend, for the entire tail policy, in excess of 250% of the last annual premium paid by the Companies for their respective Subsidiaries’ current policy of directors’ and officers’ liability insurance policies (trueinsurance; and, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverageprovided, except that in no event shall Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); providedfurther, that, if the annual premiums premium of such insurance coverage exceed the Maximum Annual Premiumexceeds such amount, then Purchaser Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. In the Maximum Annual Premium from event that any Company Indemnitee is entitled to coverage under an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directorsofficers’ and officersdirectors’ liability insurance carrier; providedpolicy pursuant to this Section 5.10(b) and such policy has lapsed, howeverterminated, that (i) Purchaser may cause coverage been repudiated or is otherwise in breach or default as a result of a Company’s failure to be extended under the current directors’ maintain and officers’ liability insurance by obtaining a six (6) year “tail” fulfill its obligations pursuant to such policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior as provided in this Section 5.10(b), Parent shall pay to the Closing Company Indemnitee such amounts and (ii) if provide any claim is asserted other coverage or made within benefits as the Company Indemnitee shall have received pursuant to such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereofpolicy. (c) Notwithstanding anything to the contrary contained in this Agreement Agreement, if any Action (whether based on facts, events or circumstances occurring before, at or after the Closing) is made against any Company Indemnitee on or prior to the contrarysixth (6th) anniversary of the Closing Date, the provisions of this Section 6.12 5.10 shall survive continue in effect until the consummation final disposition of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. such Action. (d) In the event that PurchaserParent, the Company Entities Companies or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser Parent or the Companies (or their respective successors and assigns), shall succeed to assume the obligations set forth in this Section 6.125.10. (de) On The obligations of Parent under this Section 5.10 shall survive the Closing Dateand shall not be terminated or modified in such a manner as to affect adversely any Company Indemnitee to whom this Section 5.10 applies without the consent of such affected Company Indemnitee, Purchaser unless such termination or modification is required by Law (it being expressly agreed that the Company Indemnitees to whom this Section 5.10 applies shall enter into customary indemnification agreements reasonably satisfactory to be third party beneficiaries of this Section 5.10, each of whom may enforce the Seller Representative and Purchaser with the post-Closing directors and officers provisions of Purchaser, which indemnification agreements shall continue to be effective following the Closingthis Section 5.10).

Director and Officer Liability; Indemnification. (a) After the Effective Time, all rights to exculpation, indemnification and reimbursement and advancement of expenses, and all limitations on liability, existing in favor of any current or former officer or member of the board of directors or board of managers (or comparable governing body) of the Company and/or any of its Subsidiaries (collectively, the “Company Indemnitees”), as provided in the articles or certificate of incorporation or formation, limited liability company agreement, by-laws or other organizational documents of the Company or any of its Subsidiaries, and/or in any agreements or arrangements of the Company or any of its Subsidiaries providing for similar rights and limitations in favor of any of the Company Indemnitees, in any such case as in effect as of immediately prior to the Effective Time shall survive the consummation of the transactions contemplated hereby and continue in full force and effect, and Parent shall, and Parent shall cause the Surviving Corporation and each of its Subsidiaries to, honor all such rights and limitations after the Effective Time in accordance with their terms. All such rights of exculpation, indemnification and reimbursement and advancement of expenses, and all such limitations on liability, shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees shall be third party beneficiaries of this Section 5.6). From and after the ClosingEffective Time, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified PartiesParent, the “D&O Indemnified Parties”) against Surviving Corporation and the Subsidiaries of the Surviving Corporation shall pay all costs and expenses to any costs or expenses (including reasonable attorneys’ fees)Company Indemnitee, judgmentsas incurred, fines, losses, claims, damages or liabilities incurred in connection with any Actionenforcing the exculpation, whether civilindemnity, criminalreimbursement, administrative advancement, limitations or investigativeother rights or obligations provided for in this Section 5.6(a). 55 (b) At the Effective Time, arising out Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, obtain, maintain and fully pay for irrevocable “tail” officers’ and directors’ liability insurance and fiduciary liability insurance policies naming the Company Indemnitees as direct beneficiaries with a claims period of at least six (6) years after the Effective Time in respect of acts or pertaining to matters existing or omissions occurring at on or prior to the ClosingClosing Date, whether asserted or claimed prior to, at or after such insurance policies to contain terms with respect to coverage and to be in an amount not less favorable than the Closing, to the fullest extent that officers’ and directors’ liability insurance and fiduciary liability insurance policies maintained by the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Subsidiaries as in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shalland shall be reviewed by, and shall cause its Subsidiaries to (i) maintain provisions approved in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For a period of six (6) years from the Closing, Purchaser shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’sadvance by, the Company Entities’ (which approval shall not be unreasonably withheld, delayed or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (trueconditioned). In satisfying its obligations pursuant to this Section 5.6(b), correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms the Surviving Corporation will not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required obligated to pay an annual premium for such insurance premiums in excess of three hundred percent (300%) % of the aggregate annual premium payable amount paid by Purchaser or the Company Entitiesfor coverage for its last full fiscal year (such 300% amount, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, that, if . If the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaserthe Company’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, carrier. In the event that (i) Purchaser may cause any Company Indemnitee is entitled to coverage to be extended under the current directorsany such officers’ and officersdirectors’ liability insurance by obtaining policy or fiduciary liability insurance policy pursuant to this Section 5.6(b) and any such policy has lapsed, terminated, been repudiated or is otherwise in breach or default as a six (6) year “tail” policy containing terms not materially less favorable than result of Parent’s, the terms Surviving Corporation’s or any of its Subsidiaries’ failure to maintain and fulfill its obligations pursuant to such current insurance coverage with respect to claims existing policy, Parent shall, or occurring at shall cause the Surviving Corporation or prior such Subsidiary to, pay to the Closing Company Indemnitee such amounts and (ii) if provide any claim is asserted other coverage or made within benefits as the Company Indemnitee shall have received pursuant to such six (6) year period, any insurance required to be maintained under this Section 6.12 shall be continued in respect of such claim until the final disposition thereofpolicy. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation The articles of incorporation and by-laws of the Transactions indefinitely Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors and officers than are presently set forth in the articles of incorporation and by-laws of the Company in effect as of the date of this Agreement, which provisions shall not be bindingamended, jointly and severally, on Purchaser and all successors and assigns repealed or otherwise modified for a period of Purchaser. six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any such individuals. (d) In the event that PurchaserParent, the Company Entities Surviving Corporation or any Subsidiary of the Surviving Corporation, or any of their respective successors or assigns assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser Parent, the Surviving Corporation or its applicable Subsidiary (or their respective successors and assigns) shall succeed to assume in writing the obligations set forth in this Section 6.125.6. (de) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory Notwithstanding anything herein to the Seller Representative contrary, if any proceeding (whether arising before, at or after the Effective Time) with respect to which a Company Indemnitee would be entitled to rights to exculpation, indemnification, reimbursement and Purchaser with 56 advancement of expenses and any limitations on liability under the postapplicable articles or certificate of incorporation or formation, limited liability company agreement, by-Closing directors laws or other organizational documents of the Company or any of its Subsidiaries, and/or in any agreements or arrangements of the Company or any of its Subsidiaries providing for similar rights and officers limitations in favor of Purchaserany of the Company Indemnitees, which indemnification agreements is made against any Company Indemnitee on or prior to the sixth (6th) anniversary of the Effective Time, the provisions and benefits of this Section 5.6 shall continue in full effect until the final disposition of such claim, action, suit, proceeding or investigation. (f) The indemnification provided for herein shall not be deemed exclusive of any other rights to which a Company Indemnitee is entitled, whether pursuant to Law, Contract or otherwise. The provisions of this Section 5.6 shall survive the consummation of the transactions contemplated hereby, notwithstanding any other provision of this Agreement that may be effective following to the Closingcontrary, and expressly are intended to benefit, and shall be enforceable by, each of the Company Indemnitees and their respective heirs and legal representatives.

Director and Officer Liability; Indemnification. (a) From If the Closing occurs, Purchaser agrees that all rights to indemnification and all limitations on liability existing in favor of any officer, director or manager of the Company, in each case that is an individual (collectively, the “Company Indemnitees”), as provided in the certificate of incorporation, by-laws or other organizational documents of the Company shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Company after the Closing in accordance with their terms. The obligations of the Company under this Section 10.03(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 10.03(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 10.03(a) applies shall be third party beneficiaries of this Section 10.03(a)). If the Closing occurs, Purchaser shall cause the Company to pay all expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 10.03(a). (b) For six years after the Closing, Pxxxxxxxx agrees that it Purchaser shall, or shall indemnify and hold harmless each present and former director and officer of (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with cause the Company Indemnified Partiesto, the “D&O Indemnified Parties”) against any costs provide officers’ and directors’ liability insurance in respect of acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Closing, whether asserted or claimed prior to, at or after Closing Date covering each such person currently covered by the Closing, Company’s officers’ and directors’ liability insurance policies on terms with respect to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law coverage and its respective certificate amount not materially less favorable than those of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents such policy in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoingAgreement; provided, Purchaser shallhowever, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For a period of six (6) years from the Closing, Purchaser shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Purchaser be required to pay expend more than an amount per year equal to 250% of current annual premium premiums paid by Company for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Purchaser or the Company Entities, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual PremiumAmount”); provided, that, if the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then Purchaser shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as Purchaser’s or the Company Entities’ current directors’ and officers’ liability insurance carrier; provided, however, that (i) Purchaser such insurance policy may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing covering acts or omissions occurring at or prior to the Closing Date. In the event that any Company Indemnitee is entitled to coverage under an officers’ and (ii) if any claim is asserted or made within such six (6) year period, any directors’ liability insurance required policy pursuant to be maintained under this Section 6.12 10.03(b) and such policy has lapsed, terminated, been repudiated or is otherwise in breach or default as a result of the Company’s failure to maintain and fulfill its obligations pursuant to such policy as provided in this Section 10.03(b), then the Company shall be continued in respect of pay to the Company Indemnitee such claim until amounts and provide any other coverage or benefits as the final disposition thereofCompany Indemnitee shall have received pursuant to such policy. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.12 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Purchaser and all successors and assigns of Purchaser. In the event that Purchaser, the Company Entities or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each such case, Purchaser shall ensure that proper provision shall be made so that the successors and assigns of Purchaser or the Company, as the case may be (or their respective successors and assigns), shall succeed to assume the obligations set forth in this Section 6.1210.03. (d) On the Closing Date, Purchaser shall enter into customary indemnification agreements reasonably satisfactory to the Seller Representative and Purchaser with the post-Closing directors and officers of Purchaser, which indemnification agreements shall continue to be effective following the Closing.