Common use of Director and Officer Matters Clause in Contracts

Director and Officer Matters. (a) Prior to the Principal Closing, (i) each Transferred Entity shall purchase (at Sellers’ cost) an extended reporting period endorsement under its existing directors’ and officers’ liability insurance coverage for six (6) years for its respective current and former officers, directors, and managers (the “Indemnified Parties”) or (ii) Sapphire shall have in effect for six (6) years from the Principal Closing an endorsement, rider or amendment to Sapphire’s directors’ and officers’ liability insurance policy providing coverage for the Indemnified Parties under such policy (and Buyer and its Affiliates may make and pursue any claims thereunder in accordance with the terms and conditions set forth in Section 5.09, and such policies shall, notwithstanding anything to the contrary contained in this Agreement, be deemed to be Retained Available Insurance Policies). (b) Buyer shall, and shall cause the Transferred Entities to, maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the organizational documents of the Transferred Entities or in any indemnification agreements of the Transferred Entities with any of the Indemnified Parties, in each case in effect as of the date hereof, for acts or omissions occurring prior to the Relevant Closing. (c) Buyer shall indemnify all Indemnified Parties to the fullest extent permitted by the organizational documents of the Transferred Entities in effect as of the date hereof with respect to all acts and omissions occurring prior to the Relevant Closing arising out of or relating to their service as directors, officers, trustees or managers of the Transferred Entities or another Person, if such Indemnified Party is or was serving as a director, officer, trustee or manager of such other Person at the request of or for the benefit of the Transferred Entities or the Business or as fiduciaries thereof, whether asserted or claimed at or after or occurring before the Relevant Closing (including in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement). If any Indemnified Party is or becomes involved in any Action in connection with any matter subject to indemnification under this Section 5.14, Buyer shall advance as incurred any Liabilities out of or incurred in connection with such Action to the extent required by the organizational documents of the Transferred Entities in effect as of the date hereof. (d) The covenants contained in this Section 5.14 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. (e) In the event any Transferred Entity or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of such Transferred Entity shall assume all of the obligations set forth in this Section 5.14.

Director and Officer Matters. (a) Prior to New PubCo, Merger Sub and the Principal Closing, Company. (i) each Transferred Entity New PubCo agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers, as the case may be, of any New PubCo, Merger Sub or the Company (each, together with such person’s heirs, executors or administrators (a “Company D&O Indemnified Party”)), as provided in their respective Governing Documents, shall purchase (at Sellers’ cost) an extended reporting survive the Closing and shall continue in full force and effect. For a period endorsement under its existing directors’ and officers’ liability insurance coverage for of six (6) years for its respective current and former officersfollowing the Closing Date, directorsNew PubCo shall, and managers (shall cause the “Company to, maintain in effect exculpation, indemnification and advancement of expenses provisions that are no less favorable than those of their respective Governing Documents as in effect immediately prior to the Closing Date, and New PubCo shall, and shall cause the Company to, not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Company D&O Indemnified Parties”) Party unless required by applicable Legal Requirement; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (ii) Sapphire Prior to the Closing, New PubCo shall, or shall have in effect for six (6) years from cause the Principal Closing an endorsementCompany to, rider purchase a “tail” or amendment to Sapphire’s “runoff” directors’ and officers’ liability insurance policy providing coverage for (the Indemnified Parties under such policy (and Buyer and its Affiliates may make and pursue any claims thereunder “Company D&O Tail”) in accordance with the terms and conditions set forth in Section 5.09, and such policies shall, notwithstanding anything to the contrary contained in this Agreement, be deemed to be Retained Available Insurance Policies). (b) Buyer shall, and shall cause the Transferred Entities to, maintain in effect any and all exculpation, indemnification and advancement respect of expenses provisions of the organizational documents of the Transferred Entities or in any indemnification agreements of the Transferred Entities with any of the Indemnified Parties, in each case in effect as of the date hereof, for acts or omissions occurring prior to the Relevant Closing, covering each such Person that prior to the Closing is or was a director or officer of New PubCo, Merger Sub, Nuvini, or the Company on terms with respect to coverage, deductibles and amounts as is reasonably appropriate for companies of similar circumstances or as commercially practicable under market conditions at such time. The Company D&O Tail shall be maintained for the six-year period following the Closing. New PubCo shall maintain the Company D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Group Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 7.13(a)(ii). (ciii) Buyer shall indemnify all Indemnified Parties to the fullest extent permitted by the organizational documents The rights of the Transferred Entities in effect as of the date hereof with respect to all acts and omissions occurring prior to the Relevant Closing arising out of or relating to their service as directors, officers, trustees or managers of the Transferred Entities or another Person, if such each Company D&O Indemnified Party is hereunder shall be in addition to, and not in limitation of, any other rights such person may have under the Governing Documents of New PubCo, or was serving as a directorMerger Sub, officerNuvini, trustee or manager of such other Person at the request of or for the benefit of the Transferred Entities or the Business Company, any other indemnification arrangement, any Legal Requirement or as fiduciaries thereof, whether asserted or claimed at or after or occurring before the Relevant Closing (including in connection with the negotiation and execution otherwise. The obligations of this Agreement New PubCo and the consummation of the transactions contemplated by this Agreement). If any Indemnified Party is or becomes involved in any Action in connection with any matter subject to indemnification Company under this Section 5.14, Buyer 7.13(a) shall advance not be terminated or modified in such a manner as incurred to adversely affect any Liabilities out Company D&O Indemnified Party without the consent of or incurred in connection with such Action to the extent required by the organizational documents Company D&O Indemnified Party. The provisions of the Transferred Entities in effect as of the date hereof. (d) The covenants contained in this Section 5.14 7.13(a) shall survive the Closing and expressly are intended to be for the benefit ofbenefit, and shall be are enforceable by, each of the Company D&O Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive Parties, each of any other rights to which whom is an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwiseintended third-party beneficiary of this Section 7.13(a). (eiv) In If New PubCo or, after the event any Transferred Entity Closing, the Company, or any of its 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 in of 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 either each such case, proper provision shall be made so that the successors and assigns of such Transferred Entity shall New PubCo or the Company, as applicable, assume all of the obligations set forth in this Section 5.147.13(a).

Director and Officer Matters. (a) If the First Merger is consummated, then until the sixth anniversary of the Closing Date, Parent will cause the Final Surviving Corporation to fulfill and honor in all respects the obligations of the Company to its present and former directors and officers determined as of immediately prior to the First Effective Time (the “Company Indemnified Parties”) pursuant to indemnification agreements with the Company in effect on the Agreement Date and pursuant to the Certificate of Incorporation or the Bylaws, in each case, in effect on the Agreement Date (the “Company Indemnification Provisions”), with respect to claims arising out of acts or omissions in his or her capacity as a director or officer of the Company occurring at or prior to the First Effective Time that are asserted after the First Effective Time; provided that Parent’s and the Final Surviving Corporation’s obligations under this Section 5.16(a) shall not apply to (i) any claim or matter that relates to a willful or intentional breach of a representation, warranty, covenant, agreement or obligation made by or of the Company in this Agreement or (ii) any claim based on a claim for indemnification made by an Indemnified Person pursuant to Article 8 (meaning such Company Indemnified Party will remain liable severally for such claim in his capacity as a Converting Holder). Notwithstanding anything to the contrary contained in the Company Indemnification Provisions, no Company Indemnified Party shall be entitled to coverage under any Parent director and officer insurance policy or errors and omission policy unless such Company Indemnified Party is separately eligible for coverage under such policy pursuant to Parent’s policies and procedures and the terms of such insurance policy. (b) Prior to the Principal ClosingFirst Effective Time, (i) each Transferred Entity the Company shall purchase tail insurance coverage (at Sellers’ costthe “Tail Insurance Coverage”) for the Company Indemnified Parties in a form reasonably satisfactory to the Company and Acquirer, which shall provide the Company Indemnified Parties with coverage for six years following the Closing Date in an extended reporting period endorsement under its amount not less than the existing coverage and that shall have other terms not materially less favorable to the insured persons than the directors’ and officers’ liability insurance coverage for six (6) years for its respective current and former officers, directors, and managers (maintained by the “Indemnified Parties”) or (ii) Sapphire shall have in effect for six (6) years from Company as of the Principal Closing an endorsement, rider or amendment to Sapphire’s directors’ and officers’ liability insurance policy providing coverage for the Indemnified Parties under such policy (and Buyer and its Affiliates may make and pursue any claims thereunder in accordance with the terms and conditions set forth in Section 5.09, and such policies shall, notwithstanding anything to the contrary contained in this Agreement, be deemed to be Retained Available Insurance Policies). (b) Buyer shall, and Agreement Date. Parent shall cause the Transferred Entities to, Final Surviving Corporation to maintain the Tail Insurance Coverage in full force and effect any and all exculpation, indemnification and advancement of expenses provisions continue to honor the obligations thereunder until the sixth anniversary of the organizational documents of the Transferred Entities or in any indemnification agreements of the Transferred Entities with any of the Indemnified Parties, in each case in effect as of the date hereof, for acts or omissions occurring prior to the Relevant ClosingClosing Date. (c) Buyer Section 5.17 (i) shall indemnify survive the consummation of the Mergers, (ii) is intended to benefit each Company Indemnified Party and their respective heirs, (iii) is in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have against Parent or the Final Surviving Corporation first arising after the earlier of the Closing Date and the termination of this Agreement by contract or otherwise, (iv) shall be binding on all successors and assigns of Parent and the Final Surviving Corporation, as applicable, and shall be enforceable by the Company Indemnified Parties Parties, and (v) shall not be terminated or modified in such a manner as to adversely affect the rights of any Company Indemnified Party under this Section 5.17 without the written consent of such affected Company Indemnified Party; provided that recourse shall first be against the Tail Insurance Coverage until it is exhausted (provided it shall not be required to expend unreasonable efforts to collect under the Tail Insurance Coverage) before recovery against Parent shall take place. (d) During the Pre-Closing Period, Parent shall cause: (i) the number of members of its board of directors fixed by resolution of Parent’s board of directors (in accordance with Parent’s certificate of incorporation and bylaws) to be increased by one member; and (ii) the Chief Executive Officer of the Company to be appointed to fill the resulting vacancy, in each case, effective as of, and contingent upon, the First Effective Time. (e) Prior to the fullest extent permitted by the organizational documents Effective Time, Parent shall take all such steps as may be required to cause any acquisitions of the Transferred Entities in effect as of the date hereof Parent Common Stock (including derivative securities with respect to all acts and omissions occurring prior to the Relevant Closing arising out of or relating to their service as directors, officers, trustees or managers of the Transferred Entities or another Person, if such Indemnified Party is or was serving as a director, officer, trustee or manager of such other Person at the request of or for the benefit of the Transferred Entities or the Business or as fiduciaries thereof, whether asserted or claimed at or after or occurring before the Relevant Closing (including in connection with the negotiation and execution of this Agreement and the consummation of Parent Common Stock) resulting from the transactions contemplated by this Agreement). If any Indemnified Party is or becomes involved in any Action in connection with any matter Agreement by each individual who will become subject to indemnification under this the reporting requirements of Section 5.14, Buyer shall advance as incurred any Liabilities out of or incurred in connection with such Action to the extent required by the organizational documents 16(a) of the Transferred Entities in effect as of the date hereof. (d) The covenants contained in this Section 5.14 are intended Exchange Act with respect to Parent to be for exempt under Rule 16b-3 promulgated under the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwiseExchange Act. (e) In the event any Transferred Entity or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of such Transferred Entity shall assume all of the obligations set forth in this Section 5.14.

Director and Officer Matters. (a) Prior From and after the Closing until the sixth (6th) anniversary of the Closing Date, to the Principal Closingextent required under any Organizational Document of any Group Company, (i) each Transferred Entity shall purchase (at Sellers’ cost) an extended reporting period endorsement under its existing directors’ Buyer agrees to cause such Group Company to unconditionally and officers’ liability insurance coverage for six (6) years for its respective forever, acquit, remise, release and discharge to the maximum extent provided by Law, all current and former officers, directors, officers and managers directors of such Group Company (the “Indemnified Parties”) ), solely in their capacities as such, from any and all Actions and Liabilities of any character or nature whatsoever, and of every kind and description, xxxxxx and inchoate, at Law or in equity, which Buyer, its Affiliates (ii) Sapphire shall have including, after the Closing, the Group Companies), now has or ever had against any or all of such Persons, whether or not currently asserted or known, and whether absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, determined, determinable or otherwise, in effect for six (6) years each case, arising from or relating to any event, dispute or occurrence in connection with their acts and omissions in their capacities as such during the Principal Closing an endorsementperiod ending at the Closing, rider which arose on or amendment prior to Sapphire’s directors’ the date hereof, and officers’ liability insurance policy providing coverage for the Buyer agrees not to, and to cause its Affiliates not to, bring any Action against such Indemnified Parties under such policy (and Buyer and its Affiliates may make and pursue any claims thereunder in accordance with respect of the terms and conditions set forth in Section 5.09, and such policies shall, notwithstanding anything to the contrary contained in this Agreement, be deemed to be Retained Available Insurance Policies)foregoing. (b) From and after the Closing until the sixth (6th) anniversary of the Closing Date, Buyer shall, and shall cause the Transferred Entities to, Group Companies to maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the organizational documents Organizational Documents of the Transferred Entities or in any indemnification agreements of the Transferred Entities with any of the Indemnified PartiesGroup Companies, in each case in effect as of the date hereofClosing Date, for acts or omissions of directors the Indemnified Parties occurring on or prior to the Relevant Closing. (c) Buyer shall indemnify all Indemnified Parties Prior to or on the Closing Date, the Group Companies may purchase a non-cancelable directors and officers tail insurance policy (a “Tail Policy”), for a period of six (6) years after the Closing Date (i) to provide insurance coverage of not less than the existing coverage for events, acts or omissions occurring on or prior to the fullest extent permitted closing Date for all persons who were directors, managers or officers of any Group Company on or prior to the Closing Date, and (ii) which policy shall contain terms and conditions no less favorable to the insured persons than the directors’, managers’ or officers’ liability coverage presently maintained by any Group Company; provided, that the organizational documents premiums thereof shall not exceed 300% of the Transferred Entities in effect annual premiums paid as of the date hereof with respect to all acts and omissions occurring prior to the Relevant Closing arising out of or relating to their service as directors, officers, trustees or managers of the Transferred Entities or another Person, if such Indemnified Party is or was serving as a director, officer, trustee or manager of such other Person at the request of or for the benefit of the Transferred Entities or the Business or as fiduciaries thereof, whether asserted or claimed at or after or occurring before the Relevant Closing (including in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement). If any Indemnified Party is or becomes involved in any Action in connection with any matter subject to indemnification under this Section 5.14, Buyer shall advance as incurred any Liabilities out of or incurred in connection with such Action to the extent required by the organizational documents of the Transferred Entities in effect as of the date hereofGroup Companies for directors’, managers’ and officers’ liability insurance. (d) The covenants contained in this Section 5.14 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. Buyer shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.14, except to the extent that it is ultimately determined by a Governmental Authority with valid jurisdiction that such Indemnified Party is not entitled to be indemnified pursuant to this Agreement. (e) In the event Buyer or any Transferred Entity Group Company or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, Buyer shall use commercially reasonable efforts to ensure that proper provision shall be made so that the successors and assigns of such Transferred Entity Group Company shall assume all of the obligations set forth in this Section 5.14.

Director and Officer Matters. (a) Prior The Company and the Surviving Company agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the Principal current or former directors or officers, as the case may be, of SPAC (each, together with such person’s heirs, executors or administrators, a “SPAC D&O Indemnified Party”), as provided in its Governing Documents, shall survive the Closing until the six year anniversary of the Closing. For a period of six years from the Closing Date, (i) each Transferred Entity the Surviving Company shall purchase (at Sellers’ cost) an extended reporting period endorsement under its existing directors’ and officers’ liability insurance coverage for six (6) years for its respective current and former officers, directors, and managers (the “Indemnified Parties”) or (ii) Sapphire shall have in effect for six (6) years from the Principal Closing an endorsement, rider or amendment to Sapphire’s directors’ and officers’ liability insurance policy providing coverage for the Indemnified Parties under such policy (and Buyer and its Affiliates may make and pursue any claims thereunder in accordance with the terms and conditions set forth in Section 5.09, and such policies shall, notwithstanding anything to the contrary contained in this Agreement, be deemed to be Retained Available Insurance Policies). (b) Buyer shall, and shall cause the Transferred Entities to, maintain in effect any and all the exculpation, indemnification and advancement of expenses provisions of SPAC’s Governing Documents as in effect immediately prior to the organizational documents of Closing Date (such provisions, the Transferred Entities “D&O Indemnification Provisions”), (ii) the Surviving Company shall not amend, repeal or otherwise modify any such D&O Indemnification Provisions in any manner that would adversely affect the rights thereunder of any SPAC D&O Indemnified Party and (iii) the Company shall honor and guarantee all payments required to be made by the Surviving Company with respect to all such D&O Indemnification Provisions; provided, however, that all rights to indemnification agreements or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the Transferred Entities with any disposition of such Legal Proceeding or resolution of such claim. (b) Prior to the Indemnified PartiesClosing, SPAC shall purchase a pre-paid “tail” or “runoff” directors’ and officers’ liability insurance policy (the “SPAC D&O Tail Policy”) in each case in effect as respect of the date hereof, for acts or omissions occurring prior to the Relevant Effective Time covering each such Person that is a director or officer of SPAC currently covered by SPAC’s directors’ and officers’ liability insurance policies on substantially similar terms with respect to coverage, deductibles and amounts no less favorable in the aggregate than those of such policy in effect on the date of this Agreement for the six-year period following the Closing; provided that the aggregate cost of the SPAC D&O Tail Policy shall not exceed three hundred percent (300%) of the most recent aggregate annual premium paid by SPAC prior to the date of this Agreement and, in such event, the Surviving Company shall purchase the maximum coverage available for three hundred percent (300%) of the most recent annual premium paid by SPAC prior to the date of this Agreement. The Surviving Company shall maintain the SPAC D&O Tail Policy in full force and effect for its full term and cause all obligations thereunder to be honored by SPAC, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 7.12(b). (c) Buyer shall indemnify all Indemnified Parties to the fullest extent permitted by the organizational documents The rights of the Transferred Entities in effect as of the date hereof with respect to all acts and omissions occurring prior to the Relevant Closing arising out of or relating to their service as directors, officers, trustees or managers of the Transferred Entities or another Person, if such each SPAC D&O Indemnified Party is hereunder shall be in addition to, and not in limitation of, any other rights such person may have under the Governing Documents of SPAC, any other indemnification arrangement, any Legal Requirement or was serving as a director, officer, trustee or manager of such other Person at the request of or for the benefit of the Transferred Entities or the Business or as fiduciaries thereof, whether asserted or claimed at or after or occurring before the Relevant Closing (including in connection with the negotiation and execution otherwise. The provisions of this Agreement Section 7.12 shall survive the Closing and the consummation of the transactions contemplated by this Agreement). If any Indemnified Party is or becomes involved in any Action in connection with any matter subject to indemnification under this Section 5.14, Buyer shall advance as incurred any Liabilities out of or incurred in connection with such Action to the extent required by the organizational documents of the Transferred Entities in effect as of the date hereof. (d) The covenants contained in this Section 5.14 expressly are intended to be for the benefit ofbenefit, and shall be are enforceable by, each of the SPAC D&O Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive Parties, each of any other rights to which whom is an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwiseintended third-party beneficiary of this Section 7.12. (ed) In If the event any Transferred Entity Surviving Company or any of its successors or assigns assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in of 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 either each such case, proper provision shall be made so that the successors and assigns of such Transferred Entity shall the Surviving Company assume all of the obligations set forth in this Section 5.147.12.

Director and Officer Matters. (a) If the First Merger is consummated, then until the sixth anniversary of the Closing Date, Parent will cause the Final Surviving Corporation to fulfill and honor in all respects the obligations of the Company to its present and former directors and officers determined as of immediately prior to the First Effective Time (the “Company Indemnified Parties”) pursuant to indemnification agreements with the Company in effect on the Agreement Date and pursuant to the Certificate of Incorporation or the Bylaws, in each case, in effect on the Agreement Date (the “Company Indemnification Provisions”), with respect to claims arising out of acts or omissions in his or her capacity as a director or officer of the Company occurring at or prior to the First Effective Time that are asserted after the First Effective Time; provided that Parent’s and the Final Surviving Corporation’s obligations under this Section 5.16(a) shall not apply to (i) any claim or matter that relates to a willful or intentional breach of a representation, warranty, covenant, agreement or obligation made by or of the Company in this Agreement or (ii) any claim based on a claim for indemnification made by an Indemnified Person pursuant to Article 8 (meaning such Company Indemnified Party will remain liable severally for such claim in his capacity as a Converting Holder). Notwithstanding anything to the contrary contained in the Company Indemnification Provisions, no Company Indemnified Party shall be entitled to coverage under any Parent director and officer insurance policy or errors and omission policy unless such Company Indemnified Party is separately eligible for coverage under such policy pursuant to Parent’s policies and procedures and the terms of such insurance policy. (b) Prior to the Principal ClosingFirst Effective Time, (i) each Transferred Entity the Company shall purchase tail insurance coverage (at Sellers’ costthe “Tail Insurance Coverage”) for the Company Indemnified Parties in a form reasonably satisfactory to the Company and Acquirer, which shall provide the Company Indemnified Parties with coverage for six years following the Closing Date in an extended reporting period endorsement under its amount not less than the existing coverage and that shall have other terms not materially less favorable to the insured persons than the directors’ and officers’ liability insurance coverage for six (6) years for its respective current and former officers, directors, and managers (maintained by the “Indemnified Parties”) or (ii) Sapphire shall have in effect for six (6) years from Company as of the Principal Closing an endorsement, rider or amendment to Sapphire’s directors’ and officers’ liability insurance policy providing coverage for the Indemnified Parties under such policy (and Buyer and its Affiliates may make and pursue any claims thereunder in accordance with the terms and conditions set forth in Section 5.09, and such policies shall, notwithstanding anything to the contrary contained in this Agreement, be deemed to be Retained Available Insurance Policies). (b) Buyer shall, and Agreement Date. Parent shall cause the Transferred Entities to, Final Surviving Corporation to maintain the Tail Insurance Coverage in full force and effect any and all exculpation, indemnification and advancement of expenses provisions continue to honor the obligations thereunder until the sixth anniversary of the organizational documents of the Transferred Entities or in any indemnification agreements of the Transferred Entities with any of the Indemnified Parties, in each case in effect as of the date hereof, for acts or omissions occurring prior to the Relevant ClosingClosing Date. (c) Buyer Section 5.17 (i) shall indemnify survive the consummation of the Mergers, (ii) is intended to benefit each Company Indemnified Party and their respective heirs, (iii) is in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have against Parent or the Final Surviving Corporation first arising after the earlier of the Closing Date and the termination of this Agreement by contract or otherwise, (iv) shall be binding on all successors and assigns of Parent and the Final Surviving Corporation, as applicable, and shall be enforceable by the Company Indemnified Parties Parties, and (v) shall not be terminated or modified in such a manner as to adversely affect the rights of any Company Indemnified Party under this Section 5.17 without the written consent of such affected Company Indemnified Party; provided that recourse shall first be against the Tail Insurance Coverage until it is exhausted (provided it shall not be required to expend unreasonable efforts to collect under the Tail Insurance Coverage) before recovery against Parent shall take place. (d) During the Pre­Closing Period, Parent shall cause: (i) the number of members of its board of directors fixed by resolution of Parent’s board of directors (in accordance with Parent’s certificate of incorporation and bylaws) to be increased by one member; and (ii) the Chief Executive Officer of the Company to be appointed to fill the resulting vacancy, in each case, effective as of, and contingent upon, the First Effective Time. (e) Prior to the fullest extent permitted by the organizational documents Effective Time, Parent shall take all such steps as may be required to cause any acquisitions of the Transferred Entities in effect as of the date hereof Parent Common Stock (including derivative securities with respect to all acts and omissions occurring prior to the Relevant Closing arising out of or relating to their service as directors, officers, trustees or managers of the Transferred Entities or another Person, if such Indemnified Party is or was serving as a director, officer, trustee or manager of such other Person at the request of or for the benefit of the Transferred Entities or the Business or as fiduciaries thereof, whether asserted or claimed at or after or occurring before the Relevant Closing (including in connection with the negotiation and execution of this Agreement and the consummation of Parent Common Stock) resulting from the transactions contemplated by this Agreement). If any Indemnified Party is or becomes involved in any Action in connection with any matter Agreement by each individual who will become subject to indemnification under this the reporting requirements of Section 5.14, Buyer shall advance as incurred any Liabilities out of or incurred in connection with such Action to the extent required by the organizational documents 16(a) of the Transferred Entities in effect as of the date hereof. (d) The covenants contained in this Section 5.14 are intended Exchange Act with respect to Parent to be for exempt under Rule 16b­3 promulgated under the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwiseExchange Act. (e) In the event any Transferred Entity or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of such Transferred Entity shall assume all of the obligations set forth in this Section 5.14.

Director and Officer Matters. (a) Prior to the Principal Closing, either (i) each Transferred Entity shall purchase (at Sellers’ cost) an extended reporting period endorsement under its existing directors’ and officers’ liability insurance coverage for six (6) years for its respective current and former officers, directors, and managers (the “Indemnified Parties”) or (ii) Sapphire Emerald shall have in effect for six (6) years from the Principal Closing an endorsement, rider or amendment to SapphireEmerald’s directors’ and officers’ liability insurance policy providing coverage for the Indemnified Parties under such policy (and Buyer and its Affiliates may make and pursue any claims thereunder in accordance with the terms and conditions set forth in Section 5.09, and such policies shall, notwithstanding anything to the contrary contained in this Agreement, be deemed to be Retained Available Insurance Policies)policy. (b) Buyer shall, and shall cause the Transferred Entities to, maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the organizational documents of the Transferred Entities or in any indemnification agreements of the Transferred Entities with any of the Indemnified Parties, in each case in effect as of the date hereof, for acts or omissions occurring prior to the Relevant Closing. (c) Buyer shall indemnify all Indemnified Parties to the fullest extent permitted by the organizational documents of the Transferred Entities in effect as of the date hereof with respect to all acts and omissions occurring prior to the Relevant Closing arising out of or relating to their service as directors, officers, trustees or managers of the Transferred Entities or another Person, if such Indemnified Party is or was serving as a director, officer, trustee or manager of such other Person at the request of or for the benefit of the Transferred Entities or the Business or as fiduciaries thereof, whether asserted or claimed at or after or occurring before the Relevant Closing (including in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement). If any Indemnified Party is or becomes involved in any Action in connection with any matter subject to indemnification under this Section 5.14, the Buyer shall advance as incurred any Liabilities out of or incurred in connection with such Action to the extent required by the organizational documents of the Transferred Entities in effect as of the date hereof. (d) The covenants contained in this Section 5.14 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. Each of Sapphire and Emerald shall indemnify and hold harmless the Buyer Indemnitees from and against any and all Losses to the extent arising or resulting from or relating to Buyer’s obligations under this Section 5.14, except to the extent such Buyer Indemnitees actually recover such amounts under the extended reporting period endorsement or other endorsement, rider or amendment described in Section 5.14(a). (e) In the event any Transferred Entity or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of such Transferred Entity shall assume all of the obligations set forth in this Section 5.14.

Director and Officer Matters. (a) Prior to New PubCo and the Principal Closing, Company. (i) each Transferred Entity shall purchase (at Sellers’ cost) an extended reporting period endorsement under its New PubCo agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors’ and officers’ liability insurance coverage for six (6) years for its respective current and former , officers, directorsemployees or agents, and managers as the case may be, of New PubCo or the Company or any of their respective Subsidiaries, or who, at the request of New PubCo, the Company or any of their respective Subsidiaries, as the case may be, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (the collectively, together with such persons’ respective heirs, executors or administrators, “Company D&O Indemnified Parties” and each a “Company D&O Indemnified Party”) ), as provided in their respective Governing Documents or (ii) Sapphire their respective indemnification agreements, shall have survive the Closing and shall continue in effect for full force and effect. For a period of six (6) years from following the Principal Closing an endorsementDate, rider or amendment to Sapphire’s directors’ and officers’ liability insurance policy providing coverage for the Indemnified Parties under such policy (and Buyer and its Affiliates may make and pursue any claims thereunder in accordance with the terms and conditions set forth in Section 5.09, and such policies shall, notwithstanding anything to the contrary contained in this Agreement, be deemed to be Retained Available Insurance Policies). (b) Buyer New PubCo shall, and shall cause the Transferred Entities Company and their respective Subsidiaries to, maintain in effect any and all the exculpation, indemnification and advancement of expenses provisions of their respective Governing Documents or their respective indemnification agreements as in effect immediately prior to the organizational documents of Closing Date, and New PubCo shall, and shall cause the Transferred Entities Company and their respective Subsidiaries to, not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Company D&O Indemnified Party; provided, however, that all rights to indemnification agreements or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the Transferred Entities with any disposition of such Legal Proceeding or resolution of such claim. (ii) At or prior to the Indemnified PartiesClosing, New PubCo shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “Company D&O Tail”) in each case in effect as respect of the date hereof, for acts or omissions occurring prior to the Relevant Closing, covering each such Person who is currently covered by New PubCo’s, the Company’s or any of their respective Subsidiaries’ directors’ and officers’ liability insurance on terms with respect to coverage, deductibles and amounts as is reasonably appropriate for companies of similar circumstances or as commercially practicable under market conditions at such time and in any event, no less favorable than those of such policy in effect on the date of this Agreement, except that in no event shall New PubCo be required to pay an annual premium for such insurance in excess of 300% of the most expensive most recent aggregate annual premium paid or payable by New PubCo or the Company for any such insurance policy for the 12-month period ended on the date of this Agreement. The Company D&O Tail shall be maintained for the six-year period following the Closing; provided, that, if any claim is asserted or made within such six year period, the Company D&O Tail shall be continued in respect of such claim until the final disposition thereof. New PubCo shall maintain the Company D&O Tail in full force and effect for its full term and shall honor all obligations thereunder to be honored by New PubCo or the Group Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 7.12(a)(ii). (ciii) Buyer shall indemnify all Indemnified Parties to the fullest extent permitted by the organizational documents The rights of the Transferred Entities in effect as of the date hereof with respect to all acts and omissions occurring prior to the Relevant Closing arising out of or relating to their service as directors, officers, trustees or managers of the Transferred Entities or another Person, if such each Company D&O Indemnified Party is or was serving as a directorhereunder shall be in addition to, officerand not in limitation of, trustee or manager any other rights such person may have under the Governing Documents of such other Person at the request of or for the benefit of the Transferred Entities New PubCo or the Business Company or as fiduciaries thereofany of their respective Subsidiaries, whether asserted any other indemnification arrangement, any Legal Requirement or claimed at or after or occurring before the Relevant Closing (including in connection with the negotiation and execution otherwise. The obligations of this Agreement New PubCo and the consummation of the transactions contemplated by this Agreement). If any Indemnified Party is or becomes involved in any Action in connection with any matter subject to indemnification Company under this Section 5.14, Buyer 7.12(a) shall advance not be terminated or modified in such a manner as incurred to adversely affect any Liabilities out Company D&O Indemnified Party without the consent of or incurred in connection with such Action to the extent required by the organizational documents Company D&O Indemnified Party. The provisions of the Transferred Entities in effect as of the date hereof. (d) The covenants contained in this Section 5.14 7.12(a) shall survive the Closing and expressly are intended to be for the benefit ofbenefit, and shall be are enforceable by, each of the Company D&O Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive Parties, each of any other rights to which whom is an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwiseintended third-party beneficiary of this Section 7.12(a). (eiv) In If New PubCo or, after the event any Transferred Entity Closing, the Company, or any of its 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 in of 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 either each such case, proper provision shall be made so that the successors and assigns of such Transferred Entity shall New PubCo or the Company, as applicable, assume all of the obligations set forth in this Section 5.147.12(a).

Director and Officer Matters. (a) Prior The Company and the Surviving Company agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the Principal Closingcurrent or former directors or officers, as the case may be, of SPAC (i) each Transferred Entity each, together with such person’s heirs, executors or administrators, a “SPAC D&O Indemnified Party”), as provided in its Governing Documents, shall purchase (at Sellers’ cost) an extended reporting period endorsement under its existing directors’ and officers’ liability insurance coverage for survive the Closing until the six (6) years for its respective current and former officers, directors, and managers (year anniversary of the “Indemnified Parties”) or (ii) Sapphire shall have in effect for Closing. For a period of six (6) years from the Principal Closing an endorsementDate, rider or amendment to Sapphire’s directors’ and officers’ liability insurance policy providing coverage for (i) the Indemnified Parties under such policy (and Buyer and its Affiliates may make and pursue any claims thereunder in accordance with the terms and conditions set forth in Section 5.09, and such policies shall, notwithstanding anything to the contrary contained in this Agreement, be deemed to be Retained Available Insurance Policies). (b) Buyer shall, and Surviving Company shall cause the Transferred Entities to, maintain in effect any and all the exculpation, indemnification and advancement of expenses provisions of SPAC’s Governing Documents as in effect immediately prior to the organizational documents of Closing Date (such provisions, the Transferred Entities “D&O Indemnification Provisions”), (ii) the Surviving Company shall not amend, repeal or otherwise modify any such D&O Indemnification Provisions in any manner that would adversely affect the rights thereunder of any SPAC D&O Indemnified Party and (iii) the Company shall honor and guarantee all payments required to be made by the Surviving Company with respect to all such D&O Indemnification Provisions; provided, however, that all rights to indemnification agreements or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the Transferred Entities with any disposition of such Legal Proceeding or resolution of such claim. (b) Prior to the Indemnified PartiesClosing, SPAC shall purchase a pre-paid “tail” or “runoff” directors’ and officers’ liability insurance policy (the “SPAC D&O Tail Policy”) in each case in effect as respect of the date hereof, for acts or omissions occurring prior to the Relevant Effective Time covering each such Person that is a director or officer of SPAC currently covered by SPAC’s directors’ and officers’ liability insurance policies on substantially similar terms with respect to coverage, deductibles and amounts no less favorable in the aggregate than those of such policy in effect on the date of this Agreement for the six (6)-year period following the Closing. The Surviving Company shall maintain the SPAC D&O Tail Policy in full force and effect for its full term and cause all obligations thereunder to be honored by SPAC, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 7.12(b). (c) Buyer shall indemnify all Indemnified Parties Prior to the fullest extent permitted by Closing, the organizational documents Company shall purchase a pre-paid “tail” or “runoff” directors’ and officers’ liability insurance policy (the “Company D&O Tail Policy”) in respect of the Transferred Entities in effect as of the date hereof with respect to all acts and or omissions occurring prior to the Relevant Closing arising out of Effective Time covering each such Person that is a director or relating to their service as directors, officers, trustees or managers officer of the Transferred Entities or another PersonCompany currently covered by the Company’s directors’ and officers’ liability insurance policies on substantially similar terms with respect to coverage, if such Indemnified Party is or was serving as a director, officer, trustee or manager deductibles and amounts no less favorable in the aggregate than those of such other Person at policy in effect on the request of or for the benefit of the Transferred Entities or the Business or as fiduciaries thereof, whether asserted or claimed at or after or occurring before the Relevant Closing (including in connection with the negotiation and execution date of this Agreement for the seven (7)-year period following the Closing. The Company shall maintain the Company D&O Tail Policy in full force and the consummation of the transactions contemplated by this Agreement). If effect for its full term, and no other party shall have any Indemnified Party is further obligation to purchase or becomes involved in any Action in connection with any matter subject pay for such insurance pursuant to indemnification under this Section 5.14, Buyer shall advance as incurred any Liabilities out of or incurred in connection with such Action to the extent required by the organizational documents of the Transferred Entities in effect as of the date hereof7.12(c). (d) The covenants contained rights of each SPAC D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under the Governing Documents of SPAC, any other indemnification arrangement, any Legal Requirement or otherwise. The provisions of this Section 5.14 7.12 shall survive the Closing and expressly are intended to be for the benefit ofbenefit, and shall be are enforceable by, each of the SPAC D&O Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive Parties, each of any other rights to which whom is an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwiseintended third-party beneficiary of this Section 7.12. (e) In If the event any Transferred Entity Surviving Company or any of its successors or assigns assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in of 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 either each such case, proper provision shall be made so that the successors and assigns of such Transferred Entity shall the Surviving Company assume all of the obligations set forth in this Section 5.147.12.