Common use of Directors’ and Officers’ Indemnification Clause in Contracts

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents of the Company, the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing Date, were directors, officers, employees, fiduciaries or agents of the Company, the Company Subsidiaries or SPAC, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, the Company agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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 permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as of the date hereof (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereof). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following To the Closingfullest extent permitted by Law, the organizational documents limited liability company agreement of the Company, Company following the Company Subsidiaries and SPAC Transactions shall contain provisions no less favorable to those persons covered by them with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in their respective organizational documents the Company LLC Agreement as of immediately prior to the date hereofClosing, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals or persons who, at or prior to the Closing DateClosing, were directorsmanagers, members, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. The parties further agree that with respect to the provisions of the Organizational Documents of the Company Subsidiaries relating to indemnification, exculpation, advancement or SPACexpense reimbursement of the Company Subsidiaries, such provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing in any manner that would affect adversely the rights thereunder of individuals or persons who, at or prior to the Closing, were managers, members, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law. For Without limitation of the foregoing, for a period of six (6) years from the Closing, SPAC and the Company agrees that it shall defend, indemnify and hold harmless each present and former director member, manager and officer of the Company, Company and the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining relating 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 or Company Subsidiaries would have been permitted under applicable Law and the applicable organizational documents of the CompanyLaw, the Company Subsidiaries and SPACLLC Agreement or the Organizational Documents of the Company Subsidiaries, as of applicable, in effect on the date hereof of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following From and after the ClosingEffective Time, the organizational documents of the Company, the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing Date, were directors, officers, employees, fiduciaries or agents of the Company, the Company Subsidiaries or SPAC, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, the Company AMPSA agrees that it shall, or shall defendcause a credit-worthy Subsidiary to, indemnify and hold harmless each present and current or former director and or officer of the CompanyGHV (each, the Company Subsidiaries and SPAC together with such person’s heirs, executors or administrators, a “D&O Indemnified Party”) against any costs Losses suffered or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing such D&O Indemnified Party’s service as a director or occurring officer of GHV at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after the ClosingEffective Time, to the fullest extent that GHV would have been permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, GHV Organizational Documents as of the date hereof to indemnify such D&O Indemnified Parties (including the advancing advancement of expenses). Without limiting the foregoing, AMPSA agrees that all rights to exculpation, indemnification and advancement of expenses existing as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPACdate hereof in favor of each D&O Indemnified Party, as applicableprovided in the GHV Organizational Documents or in any indemnification agreement with GHV shall survive the Closing and shall continue in full force and effect. For a period of six (6) years after the Closing Date, AMPSA shall cause the Surviving Corporation to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the GHV Organizational Documents as in effect as of the date hereof or in any indemnification agreement between GHV and any D&O Indemnified Party as in effect as of the date hereof). For , and AMPSA shall cause the avoidance Surviving Corporation to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of doubtany D&O Indemnified Party thereunder; provided, that all rights to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Companyexculpation, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that in respect of any Actions pending or asserted or any claim made within such individual did not act period shall continue until the disposition of such Action or resolution of such claim. From and after the Closing, AMPSA shall cause its applicable Subsidiary and the Surviving Corporation to honor, in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests accordance with their respective terms, each of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulcovenants contained in this Section 6.11(a).

Directors’ and Officers’ Indemnification. (a) Following For the Closing, the organizational documents of the Company, the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from following the Closing Date in Date, Purchaser will cause the Company to indemnify and hold harmless each Person who is now, or has been at any manner that would affect adversely time prior to the rights thereunder date of individuals who, at this Agreement or who becomes prior to the Closing Date, were directorsan officer, officers, employees, fiduciaries director or agents employee of the CompanyCompany or any of its Subsidiaries (the “Company Indemnified Parties”) against all Losses paid in settlement, in each case to the Company Subsidiaries or SPAC, unless such modification shall be required by applicable Law. For a period of six (6) years from extent actually and reasonably incurred with the Closing, the Company agrees that it shall defend, indemnify and hold harmless each present and former director and officer approval of the Companyindemnifying party, which approval shall not be unreasonably withheld or delayed (the “Company Subsidiaries and SPAC against any costs Indemnified Liabilities”) of or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigationinvestigation by reason of the fact that such Person is or was a director, officer or employee of the Company or any of its Subsidiaries, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters any matter existing or occurring at or prior to the Closing, Closing Date and whether asserted or claimed prior to, or at or after the ClosingClosing Date, including, without limitation, all Company Indemnified Liabilities based on, primarily arising out of, or primarily relating to this Agreement or the transactions contemplated hereby (to the fullest extent that such Losses arose from or are related directly to this Agreement or the transactions contemplated hereby), in each case to the full extent a corporation is permitted by law to indemnify its own directors, officers and employees (the “Company Indemnified Proceedings”). In the event any Company Indemnified Party is or becomes involved in any Company Indemnified Proceeding, Purchaser shall, or shall cause the Company to, pay expenses in advance of the final disposition of any such Company Indemnified Proceeding to each Company Indemnified Party to the full extent permitted under applicable by law upon receipt of any undertaking contemplated by Section 145 of the Delaware General Corporation Law (“DGCL”). Without limiting the foregoing, in the event any such Company Indemnified Proceeding is brought against any Company Indemnified Party, (i) the Company Indemnified Party may retain counsel of its choosing which shall be reasonably satisfactory to the Purchaser and the applicable organizational documents of the Company, (ii) Purchaser shall, or shall cause the Company Subsidiaries to, pay all reasonable and SPAC, as documented fees and expenses of one counsel for all of the date hereof (including the advancing of expenses as incurred Company Indemnified Parties with respect to the fullest extent permitted each such Company Indemnified Proceeding unless there is, under applicable Law standards of professional conduct, a conflict on any significant issue between the positions of any two or more Company Indemnified Parties, in which case Purchaser shall, or shall cause the Company to, pay the reasonable and documented fees of such additional counsel required by such conflict, promptly as statements therefor are received, and (iii) Purchaser will, and will cause the Company to, use commercially reasonable efforts to assist in the vigorous defense of any such matter; provided, however, that neither Purchaser nor the Company shall be liable for any settlement of any claim effected without its written consent, which consent shall not be unreasonably withheld or delayed. Any Company Indemnified Party wishing to claim indemnification under this Section 5.7 upon becoming aware of any such Company Indemnified Proceeding shall promptly notify Purchaser and the applicable organizational documents of Company (but the Company, failure to so notify Purchaser or the Company Subsidiaries and SPAC, as applicable, as of shall not relieve Purchaser or the date hereof). For the avoidance of doubt, Company from any liability it may have under this Section 5.7 except to the extent such failure materially prejudices Purchaser or the foregoing indemnification Company), and advancement obligation arises under applicable Law or this Agreement but not shall deliver to Purchaser and the applicable organizational documents Company the undertaking contemplated by Section 145 of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulDGCL.

Directors’ and Officers’ Indemnification. (a) Following To the Closingfullest extent permissible under applicable Law, from and after the Closing Date, the organizational documents applicable Purchasers shall cause the Target Companies to honor and fulfill in all respects the obligations of the CompanyTarget Companies, under the Company Subsidiaries and SPAC shall contain provisions no less favorable Organizational Documents of the Target Companies in effect on the Effective Date to the individuals covered by such Organizational Documents (the “Covered Persons”) with respect to indemnification, all rights to indemnification and exculpation (including the advancement of expenses) from Liabilities for acts or expense reimbursement than are set forth in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, omissions occurring at or prior to the Closing Date, were directors, officers, employees, fiduciaries or agents Date as provided in the Organizational Documents of the Company, Target Companies as in effect on the Company Subsidiaries or SPAC, unless such modification shall be required by applicable Lawdate hereof. For a period of six (6) years from after the ClosingClosing Date, except as otherwise required by Law, the applicable Purchasers shall cause the Organizational Documents of each Target Company agrees to, and will not take any action to cause the Organizational Documents of each Target Company not to, to contain provisions relating to the exculpation, indemnification or advancement of expenses of any Covered Person that it shall defend, indemnify and hold harmless each present and former director and officer are no less favorable to such Covered Persons than those contained in the Organizational Documents of the CompanyTarget Companies as in effect on the Effective Date; provided, the Company Subsidiaries that, any Covered Person shall be entitled to exculpation, indemnification and SPAC against any costs or advancement of expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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 permitted under by applicable Law for any acts or omissions that occurred on or prior to the Closing Date, notwithstanding the terms of indemnification and expense reimbursement applicable to such Covered Persons that were in effect at the time of the act or omission in question. In addition, for a period of six (6) years after the Closing Date, the applicable organizational documents Purchasers shall not, and shall not permit any of its Subsidiaries to, amend, repeal or modify any provision in the Company, the Company Subsidiaries and SPAC, as of the date hereof (including the advancing of expenses as incurred Target Companies’ Organizational Documents relating to the fullest extent permitted under applicable Law and the applicable organizational documents of the Companyexculpation, the Company Subsidiaries and SPAC, as applicable, as of the date hereof). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which of any Covered Person (including the person reasonably believed provisions contemplated by the immediately preceding sentence) unless required to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfuldo so by Law.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation and bylaws of the Company, the Company Subsidiaries and SPAC Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as the bylaws of the date hereofCompany, the bylaws of Adara or the bylaws of Merger Sub, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateEffective Time, were directors, officers, employees, fiduciaries or agents of the Company, the Company Subsidiaries Adara or SPACMerger Sub, unless such modification shall be required by applicable Law. For a period of six (6) years from From and after the ClosingEffective Time, the Company Axxxx agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries Axxxx and SPAC Merger Sub against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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 ClosingEffective Time, to the fullest extent that the Company, Adara or Merger Sub, as applicable, would have been permitted under applicable Law and the applicable organizational documents of the CompanyLaw, the Company Subsidiaries and SPACGroup Organizational Documents, Adara Organizational Documents or Merger Sub Organizational Documents, as of applicable, in effect on the date hereof of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation and bylaws of the Company, the Company Subsidiaries and SPAC Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as the bylaws of the date hereofCompany, the bylaws of Adara or the bylaws of Merger Sub, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateEffective Time, were directors, officers, employees, fiduciaries or agents of the Company, the Company Subsidiaries Adara or SPACMerger Sub, unless such modification shall be required by applicable Law. For a period of six (6) years from From and after the ClosingEffective Time, the Company Adara agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries Adara and SPAC Merger Sub against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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 ClosingEffective Time, to the fullest extent that the Company, Adara or Merger Sub, as applicable, would have been permitted under applicable Law and the applicable organizational documents of the CompanyLaw, the Company Subsidiaries and SPACGroup Organizational Documents, Adara Organizational Documents or Merger Sub Organizational Documents, as of applicable, in effect on the date hereof of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation and bylaws of the Company, the Company Subsidiaries and SPAC Surviving Corporation shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in their respective organizational documents as the charter or bylaws of the date hereofCompany, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Acquisition Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateAcquisition Merger Effective Time, were directors, officers, employees, fiduciaries or agents of the CompanyCompany (the “D&O Indemnitees”), unless such modification shall be required by applicable Law. The parties hereto further agree that with respect to the provisions of the charter, bylaws or limited liability company agreements of the Company Subsidiaries relating to indemnification, exculpation, advancement or SPACexpense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six years from the Acquisition Merger Effective Time in any manner that would affect adversely the rights thereunder of the D&O Indemnitees, unless such modification shall be required by applicable Law. For a period of six (6) years from the ClosingAcquisition Merger Effective Time, the Company agrees that it Surviving Corporation shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC or any Company Subsidiary against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingAcquisition Merger Effective Time, whether asserted or claimed prior to, at or after the ClosingAcquisition Merger Effective Time, to the fullest extent that the Company would have been permitted under applicable Law and Law, the applicable organizational documents Company Certificate of Incorporation or the bylaws of the Company, the Company Subsidiaries and SPACcharter, as bylaws or limited liability company agreements of the Company Subsidiary, or any indemnification agreement in effect on the date hereof of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents Organizational Documents of the Company, the Company Subsidiaries SPAC and SPAC Irish Holdco shall contain provisions no less favorable not be amended, repealed or otherwise modified with respect to indemnification, advancement or expense reimbursement than are set forth for a period of six (6) years from the Closing in their respective organizational documents as any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of the date hereofCompany, which SPAC or Irish Holdco (as applicable), unless such modification shall be required by applicable Law. Irish Holdco further agrees that with respect to the provisions of the articles or limited liability company agreements of the Company Subsidiaries relating to indemnification, advancement or expense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateClosing, were directors, officers, employees, fiduciaries or agents of the Company, the such Company Subsidiaries or SPACSubsidiary, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, the Company Irish Holdco agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries SPAC, Merger Sub and SPAC Irish Holdco against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities Liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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, SPAC, Merger Sub or Irish Holdco (as applicable) would have been permitted under applicable Law and the applicable organizational documents Organizational Documents of the Company, the Company Subsidiaries and SPAC, Merger Sub or Irish Holdco (as of applicable) in effect on the date hereof of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following From and after the ClosingClosing Date, the organizational documents Buyer shall, and shall cause the Company to, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of the Company (the “D&O Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, fines, costs and expenses (including actual attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) arising out of or relating to any threatened or actual Action, based in whole or in part upon or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Company, the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect whether pertaining to indemnification, advancement any matter existing or expense reimbursement than are set forth in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, occurring at or prior to the Closing DateDate and whether asserted or claimed prior to, were directorsor at or after the Closing Date (the “D&O Indemnified Liabilities”), officersincluding all D&O Indemnified Liabilities based in whole or in part upon, employeesor arising in whole or in part out of, fiduciaries or agents relating to this Agreement or the transactions contemplated hereby, in each case to the full extent the Company is permitted under applicable Law and its articles of incorporation and bylaws as in effect as of the date hereof to indemnify its own directors or officers (and the Buyer shall, and shall cause the Company to, pay expenses in advance of the final disposition of any such Action to each D&O Indemnified Party to the extent permitted under applicable Law and the Company’s articles of incorporation and bylaws as in effect on the date hereof, provided that any person to whom expenses are advanced provides an undertaking in writing to repay such advances if it is determined by a court of competent jurisdiction that such person is not entitled to indemnification). Without limiting the foregoing, in the event any such Action, is brought against any D&O Indemnified Party (whether arising before or after the Closing Date), (i) the D&O Indemnified Party may retain counsel satisfactory to it and reasonably satisfactory to the Buyer, and the Buyer shall, and shall cause the Company to, pay all fees and expenses of such counsel for the D&O Indemnified Party promptly as statements therefor are received to the extent permitted under applicable Law and the Company’s articles of incorporation and bylaws as in effect on the date hereof, provided that any person to whom expenses are advanced provides an undertaking in writing to repay such advances if it is determined by a court of competent jurisdiction that such person is not entitled to indemnification and (ii) the Buyer, the Company Subsidiaries or SPACand each D&O Indemnified Party will use all reasonable efforts to assist in the defense of any such matter; provided, unless such modification that neither the Company nor the Buyer shall be required by applicable Lawliable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. For a period Any D&O Indemnified Party wishing to claim indemnification under this Section 6.10 shall promptly notify the Buyer upon learning of six (6) years from the Closing, the Company agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any such claim, action, suit, proceeding or investigationinvestigation (but the failure so to notify shall not relieve a party from any liability which it may have under this Section 6.10 except to the extent such failure prejudices such party). The parties hereto agree that all rights to indemnification hereunder, whether civil, criminal, administrative or investigative, arising out including provisions relating to advances of or pertaining expenses incurred in defense of any such Action existing in favor of the D&O Indemnified Parties with respect to matters existing or occurring at or prior to through the Closing, Closing Date shall continue in full force and effect until the sixth anniversary of the Closing Date; provided that if any Action (whether asserted or claimed prior toarising before, at or after the Closing, ) is made against any D&O Indemnified Party on or prior to the fullest extent permitted under applicable Law and the applicable organizational documents sixth anniversary of the CompanyClosing and such D&O Indemnified Party provides notice to the Buyer in accordance with this Section 6.10, the Company Subsidiaries and SPACprovisions of this Section 6.10 shall continue in effect until the final disposition of such claim, as of the date hereof (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Companyaction, the Company Subsidiaries and SPAC, as applicable, as of the date hereof). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law proceeding or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulinvestigation.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation and bylaws of the Company, the Company Subsidiaries and Domesticated SPAC shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in their respective organizational documents as the charter or bylaws of the date hereofCompany, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Acquisition Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateAcquisition Merger Effective Time, were directors, officers, employees, fiduciaries or agents of the CompanyCompany (the “D&O Indemnitees”), unless such modification shall be required by applicable Law. The parties hereto further agree that with respect to the provisions of the charter, bylaws or limited liability company agreements of the Company Subsidiaries relating to indemnification, exculpation, advancement or SPACexpense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six years from the Acquisition Merger Effective Time in any manner that would affect adversely the rights thereunder of the D&O Indemnitees, unless such modification shall be required by applicable Law. For a period of six (6) years from the ClosingAcquisition Merger Effective Time, the Company agrees that it Domesticated SPAC shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC or any Company Subsidiary against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingAcquisition Merger Effective Time, whether asserted or claimed prior to, at or after the ClosingAcquisition Merger Effective Time, to the fullest extent that the Company would have been permitted under applicable Law and Law, the applicable organizational documents Company Certificate of Incorporation or the bylaws of the Company, the Company Subsidiaries and SPACcharter, as bylaws or limited liability company agreements of the Company Subsidiary, or any indemnification agreement in effect on the date hereof of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following Company Topco agrees that with respect to the Closing, the organizational documents provisions of the Company, limited liability company agreements of the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect or in any other documents relating to indemnification, advancement or expense reimbursement than are set forth reimbursement, such provisions shall survive the transactions contemplated by this Agreement, shall continue in their respective organizational documents as of full force and effect from and after the date hereofEffective Time, which provisions and shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Effective Time in any manner that would affect adversely the rights thereunder for periods prior to the Effective Time of individuals who, at or prior to the Closing DateEffective Time, were directors, officers, employees, fiduciaries or agents of the Company, the Company Subsidiaries or SPAC, unless such modification shall be required by applicable Law. For a period of six (6) years from the ClosingEffective Time, the Company Good Works agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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 ClosingEffective Time, to the fullest extent that the Company would have been permitted under applicable Law and the applicable organizational documents of the Company, or the Company Subsidiaries and SPAC, as of LLCA or in any other documents in effect on the date hereof of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and Law). To the maximum extent permitted by applicable organizational documents of Law, during such six (6)-year period, Good Works shall advance, or caused to be advanced, expenses in connection with such indemnification as provided in the Company, the Company Subsidiaries and SPAC, ’s Organizational Documents or other applicable agreements as applicable, as of the date hereof). For the avoidance of doubt, in effect immediately prior to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulEffective Time.

Directors’ and Officers’ Indemnification. (a) Following Prior to the Closing, the organizational documents of the Company, the Company Subsidiaries Target shall obtain and SPAC shall contain provisions no less favorable fully pay for “tail” insurance policies with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a claims period of at least six (6) years from the Closing Date in any manner Effective Time with at least the same coverage and amount and containing terms and conditions that would affect adversely the rights thereunder of individuals who, at or prior are not less advantageous to the Closing Date, were directors, officers, employees, fiduciaries or agents directors and officers of the Company, the Company Subsidiaries or SPAC, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, the Company agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection Target as Target’s existing policies with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, respect to claims arising out of or pertaining relating to matters existing events which occurred before or occurring at or the Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Target shall bear the cost of the D&O Tail Policy, and such costs, to the extent not paid prior to the Closing, whether asserted shall be included in the determination of Transaction Expenses. During the term of the D&O Tail Policy, Purchaser shall not (and shall cause the Surviving Company not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or claimed any provision therein to be amended or waived; provided, that neither Purchaser, the Surviving Corporation nor any Affiliate thereof shall be obligated to pay any premiums or other amounts in respect of such D&O Tail Policy. During the term of the D&O Tail Policy, Purchaser and the Surviving Company shall not adopt, amend or modify the Surviving Company’s charter documents in a manner that would result in the termination or limitation of the indemnification protections provided under the Target Charter Documents to Target’s officers, directors, and agents immediately prior to, at or after the Closing, to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as of the date hereof (including the advancing of expenses as incurred Effective Time. Notwithstanding anything herein to the fullest extent permitted under applicable Law and the applicable organizational documents contrary, in no event will any current or former director, officer or agent of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereof). For the avoidance of doubt, Target be entitled to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement or reimbursement of expenses is sought from Purchaser or the Surviving Company in respect of any Losses that such individual did not act are subject to indemnification in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving their capacity as a director Stockholder or officer, or, with respect Optionholder pursuant to this Agreement or any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulother Transaction Document.

Directors’ and Officers’ Indemnification. (a) Following FIS has agreed to cause the Closingsurviving corporation to establish and maintain, the organizational documents of the Company, the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years following the consummation of the Merger, provisions in its certificate of incorporation and by-laws concerning the indemnification and exoneration of our former and current officers, directors, employees and agents that are no less favorable to those persons than the provisions of our certificate of incorporation and by-laws in effect on June 26, 2007. In addition, from and after the Closing Date in any manner that would affect adversely consummation of the rights thereunder of individuals whoMerger, at or prior subject to certain exceptions, the surviving corporation is required to indemnify, to the Closing Datefullest extent permitted under Delaware law, were directors, officers, employees, fiduciaries or agents each of the Company, the Company Subsidiaries or SPAC, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, the Company agrees that it shall defend, indemnify and hold harmless each our present and former directors and officers (for purposes of this section, we refer to each such director or officer, together with such person’s heirs, executors or administrators, as an “indemnified party” and officer of collectively, as the Company, the Company Subsidiaries and SPAC “indemnified parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or damages, liabilities and amounts paid in settlement actually and reasonably incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with: • any acts or omissions occurring or alleged to occur prior to the consummation of the Merger in their capacities as our officers or directors or in their capacity as an officer, director or other fiduciary in any other entity (including as trustee of any eFunds Employee Benefit Plan) if such service was at our request, and • the adoption and approval of the Merger Agreement, the Merger or the other transactions contemplated by the Merger Agreement or arising out of or pertaining to the transactions contemplated by the Merger Agreement in their capacities as our officers or directors. For a period of six years after the consummation of the Merger, FIS will cause to be maintained in effect, without any lapse in coverage, the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by us and our subsidiaries (provided that FIS may substitute therefor policies of at least the same coverage and amounts and containing terms and conditions that are substantially equivalent to those in effect under the current policies) with respect to matters arising on or before the consummation of the Merger; provided, however, that • during the six-year period, FIS will not be required to procure any coverage in excess of the amount that can be obtained for the remainder of the period for an annual premium of 250% of the current annual premium paid by us for our existing coverage; and • in lieu of the purchase of such insurance by FIS, we will, at FIS’ option and if reasonably available, prior to the consummation of the Merger, purchase a six-year extended reporting period endorsement under our existing directors’ and officers’ liability insurance coverage. Notwithstanding the foregoing, FIS may elect in lieu of the foregoing insurance, prior to the consummation of the Merger, to require us to obtain, if reasonably available, and fully pay for a policy (providing coverage for the indemnified parties and such officers) with a claims period of at least six years from the consummation of the Merger from an insurance carrier with the same or better credit rating as our current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope no less favorable than our existing policies with respect to matters existing or occurring at or prior to the Closingconsummation of the Merger. If such a “tail” policy has been obtained by us prior to the consummation of the Merger, whether asserted or claimed prior FIS and the surviving corporation will maintain such policy in full force and effect for its full term and will continue to honor our obligations thereunder. Under the Merger Agreement, FIS has agreed to guarantee the payment and performance by the surviving corporation of, and to cause the surviving corporation to honor, its obligations under the indemnification section of the Merger Agreement. FIS has agreed that it and the surviving corporation will pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any indemnified party in enforcing the indemnity and other obligations provided in the indemnification section of the Merger Agreement. The rights of each indemnified party under the Merger Agreement are in addition to, at and not in limitation of, any other rights such indemnified party may have under the certificate of incorporation and by-laws of eFunds, any other indemnification arrange- ments, the DGCL or after otherwise. The indemnification obligations will survive the Closing, to the fullest extent permitted under applicable Law and the applicable organizational documents consummation of the Company, the Company Subsidiaries Merger and SPAC, as will be enforceable by each of the date hereof (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereof). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulindemnified parties.

Directors’ and Officers’ Indemnification. (a) 7.6.1 Following the Closing, the organizational documents certificate of incorporation of the CompanyCompany shall not be amended, the Company Subsidiaries and SPAC shall contain provisions no less favorable repealed or otherwise modified with respect to indemnification, advancement or expense reimbursement than are set forth for a period of six (6) years from the Closing in their respective organizational documents as any manner that would adversely affect the rights thereunder of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of the date hereofCompany, which unless such modification shall be required by applicable Law. New Holdco further agrees that, with respect to the provisions of the bylaws or limited liability company agreements of the Company Subsidiaries relating to indemnification, advancement or expense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateClosing, were directors, officers, employees, fiduciaries or agents of the Company, the such Company Subsidiaries or SPACSubsidiary, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, the Company New Holdco agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and each SPAC Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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 or such SPAC Party, as applicable, would have been permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as of or such applicable SPAC Party in effect on the date hereof of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents articles of association of the Company, the Company Subsidiaries and SPAC SPAC, or Dutch Holdco shall contain provisions no less favorable not be amended, repealed or otherwise modified with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateClosing, were directors, officers, employees, fiduciaries or agents of the Company, SPAC or Dutch Holdco (as applicable), unless such modification shall be required by applicable Law. Dutch Holdco further agrees that with respect to the provisions of the bylaws or limited liability company agreements of the Company Subsidiaries relating to indemnification, advancement or SPACexpense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, the Company Dutch Holdco agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries SPAC and SPAC Dutch Holdco against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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, SPAC or Dutch Holdco (as applicable) would have been permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, SPAC or Dutch Holdco (as of applicable) in effect on the date hereof of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents of the Company, the Company Subsidiaries From and SPAC shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to after the Closing Date, were directors, officers, employees, fiduciaries or agents of the Company, the Company Subsidiaries or SPAC, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, the Company Parent agrees that it shall defendwill (or, as applicable, will cause the Surviving Corporation to) (i) indemnify and hold harmless each present and former director and officer of the Companyharmless, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out and provide advancement of or pertaining to matters existing or occurring at or prior expenses to, all past and present directors, officers, employees and agents of the Company and its Subsidiaries (in all of their capacities) (A) to the Closingsame extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company’s amended and restated certificate of incorporation, whether asserted or claimed prior tobylaws and indemnification agreements in existence on the date of this Agreement with any directors, at or after officers and employees of the ClosingCompany and its Subsidiaries and (B) without limitation to clause (A), to the fullest extent permitted under applicable Law by law, in each case for acts or omissions at or prior to the Closing Date (including acts or omissions occurring in connection with the approval of this Agreement and the applicable organizational documents consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in the Company’s (or any successor’s) certificate of incorporation and bylaws for a period of six years after the Closing Date, the Company Subsidiaries current provisions regarding elimination of liability of directors, indemnification of officers, directors and SPAC, as of the date hereof (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law employees and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereof). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act contained in good faith or in a manner which the person reasonably believed amended and restated certificate of incorporation and bylaws of the Company and (iii) cause to be maintained for a period of six years after the Closing Date the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or replacement policies providing substantially similar coverage provided, however, that neither Parent nor the Surviving Corporation shall be required to pay a premium to maintain such policies in or not opposed to excess of $800,000 in the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulaggregate.

Directors’ and Officers’ Indemnification. (a) Following the Closing, Buyer shall cause the organizational documents Acquired Entities to indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of the CompanyAcquired Entities (the “D&O Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) arising out of or relating to any threatened or actual Action based in whole or in part on or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Acquired Entities whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, or at or after, the Company Subsidiaries Closing Date (the “D&O Indemnified Liabilities”), including all D&O Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or relating to this Agreement and SPAC the Ancillary Agreements or the transactions contemplated hereby and thereby (and Buyer shall contain cause the Acquired Entities to pay expenses in advance of the final disposition of any such Action to each D&O Indemnified Party), in each case to the full extent provided in the Acquired Entities’ respective Organizational Documents and any other written agreements of the Acquired Entities set forth on Schedule 5.11(d) of the Disclosure Schedules, in each case, in accordance with their terms as in effect on the date of this Agreement and subject to applicable Law. Without limiting the foregoing, in the event any such Action is brought against any D&O Indemnified Party (whether arising before or after the Closing Date), (i) the D&O Indemnified Party may retain counsel satisfactory to it and reasonably satisfactory to Buyer, and Buyer shall cause the Acquired Entities to pay all fees and expenses of such counsel for the D&O Indemnified Party promptly as statements therefor are received and (ii) Buyer shall cause the Acquired Entities to use commercially reasonable efforts to assist in the vigorous defense of any such matter; provided, that neither the Acquired Entities nor Buyer shall be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld. Any D&O Indemnified Party wishing to claim indemnification under this Section 5.11 shall notify Buyer upon learning of any such Action (but the failure so to notify shall not relieve a party from any liability which it may have under this Section 5.11 except to the extent such failure prejudices such party). The parties hereto agree that all rights to indemnification hereunder, including provisions no less favorable relating to advances of expenses incurred in defense of any such Action, existing in favor of the D&O Indemnified Parties with respect to indemnification, advancement or expense reimbursement than are set forth matters occurring through the Closing Date shall continue in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified full force and effect for a period of six (6) years from the Closing Date Date; provided, that all rights to indemnification in respect of any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing Date, were directors, officers, employees, fiduciaries or agents of the Company, the Company Subsidiaries or SPAC, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, the Company agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether D&O Indemnified Liabilities asserted or claimed prior to, at or after made within such period shall continue until the Closing, to the fullest extent permitted under applicable Law and the applicable organizational documents disposition of the Company, the Company Subsidiaries and SPAC, as of the date hereof (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereof). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulD&O Indemnified Liabilities.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation and bylaws of the Company, the Company Subsidiaries and SPAC Surviving Corporation shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in their respective organizational documents as the charter or bylaws of the date hereofCompany, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateEffective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. Acquiror further agrees that with respect to the provisions of the charter, bylaws or limited liability company agreements of the Company Subsidiaries relating to indemnification, exculpation, advancement or SPACexpense reimbursement, such 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 who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law. For a period of six (6) years from the ClosingEffective Time, the Company Acquiror agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC or any Company Subsidiary against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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 ClosingEffective Time, to the fullest extent that the Company would have been permitted under applicable Law and Law, the applicable organizational documents Company Certificate of Incorporation or the bylaws of the Company, the Company Subsidiaries and SPACcharter, as bylaws or limited liability company agreements of the Company Subsidiary, or any indemnification agreement in effect on the date hereof of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation and bylaws of the Company, the Company Subsidiaries and SPAC Surviving Subsidiary Corporation shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in their respective organizational documents as the charter or bylaws of the date hereofCompany, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateEffective Time, were directors, officers, employees, fiduciaries or agents of the CompanyCompany (the “D&O Indemnitees”), unless such modification shall be required by applicable Law. The parties hereto further agree that with respect to the provisions of the charter, bylaws or limited liability company agreements of the Company Subsidiaries relating to indemnification, exculpation, advancement or SPACexpense reimbursement, such 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 the D&O Indemnitees, unless such modification shall be required by applicable Law. For a period of six (6) years from the ClosingEffective Time, the Company agrees that it SPAC shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC or any Company Subsidiary against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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 ClosingEffective Time, to the fullest extent that the Company would have been permitted under applicable Law and Law, the applicable organizational documents Company Certificate of Incorporation or the bylaws of the Company, the Company Subsidiaries and SPACcharter, as bylaws or limited liability company agreements of the Company Subsidiary, or any indemnification agreement in effect on the date hereof of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation and bylaws of the Company, the Company Subsidiaries and SPAC Surviving Corporation shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in their respective organizational documents as the Company Articles of Incorporation or the bylaws of the date hereofCompany, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateEffective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. Acquiror further agrees that with respect to the provisions of the charter, bylaws or limited liability company agreements of the Company Subsidiaries relating to indemnification, exculpation, advancement or SPACexpense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law. For a period of six (6) years from the ClosingEffective Time, the Company Acquiror agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC or any Company Subsidiary against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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 ClosingEffective Time, to the fullest extent that the Company would have been permitted under applicable Law and Law, the applicable organizational documents Company Articles of Incorporation or the bylaws of the Company, the Company Subsidiaries and SPACcharter, as bylaws or limited liability company agreements of the Company Subsidiary, or any indemnification agreement in effect on the date hereof of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation and bylaws of the Company, Surviving Corporation and the Company Subsidiaries and SPAC New Operating Agreement shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as the Organizational Documents of the date hereofapplicable D&O Indemnified Parties (as defined below), which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateEffective Time, were directors, officers, employees, fiduciaries current or agents former directors and officers of the Company, Ackrell, Newco or Merger Sub and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the Company Subsidiaries request of the Company, Ackrell, Newco or SPACMerger Sub (collectively, “D&O Indemnified Parties”), unless such modification shall be required by applicable Law. For a period of six (6) years from From and after the ClosingEffective Time, the Company Newco agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC 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 claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, Effective Time whether asserted or claimed prior to, at or after the ClosingEffective Time, to the fullest extent that the Company, Ackrell, Newco or Merger Sub, as applicable, would have been permitted under applicable Law Law, any indemnification agreements between the Company, Ackrell, Newco or Merger Sub and such D&O Indemnified Parties, the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as of applicable entity in effect on the date hereof of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following To the Closingfullest extent permitted by Law, the organizational documents limited liability company agreement of the Company, Company following the Company Subsidiaries and SPAC Transactions shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereofHoldings LLC Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateClosing, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. The parties further agree that with respect to the provisions of the Organizational Documents of the Company Subsidiaries relating to indemnification, exculpation, advancement or SPACexpense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, SPAC and the Company agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, Company and the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining relating 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 would have been permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as of Holdings LLC Agreement in effect on the date hereof of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents of the CompanyNew SPAC shall, to the Company Subsidiaries and SPAC shall fullest extent permitted under applicable Law, contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of SPAC or any Subsidiary of SPAC (“SPAC Indemnified Persons”) than are set forth in their respective the SPAC Organizational Documents, and such provisions shall not thereafter be amended, repealed or otherwise modified for a period of six (6) years from the Closing in any manner that would affect adversely the rights thereunder of the SPAC Indemnified Persons, unless such modification shall be required by applicable Law. With respect to the provisions of the organizational documents as of the date hereofCompany or the Amalgamated Company, which as applicable, and any Company Subsidiaries or any agreement or contract relating to indemnification, advancement or expense reimbursement of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of the Company or such Company Subsidiary (“Company Indemnified Persons”), such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing Date, were directors, officers, employees, fiduciaries or agents of the Company, the Company Subsidiaries or SPACIndemnified Persons, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, the Company agrees that it New SPAC shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries SPAC, AmalCo, and SPAC NewCo against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, alleged against such directors or officers in their capacity as such and 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 permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as of the date hereof (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The limited liability company agreement of the Company, Company following the Company Subsidiaries and SPAC Transactions shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereofHoldings LLC Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateClosing, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. SPAC further agrees that with respect to the provisions of the bylaws or limited liability company agreements of the Company Subsidiaries relating to indemnification, advancement or SPACexpense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, the Company agrees that it shall, and SPAC shall defend, cause the Company to indemnify and hold harmless each present and former director and officer of the Company, Company and the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining relating 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 would have been permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as of Holdings LLC Agreement in effect on the date hereof of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following From and after the ClosingClosing Date, the organizational documents Buyer shall, and shall cause the Company to, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of the Company (the "D&O Indemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, fines, costs and expenses (including actual attorneys' fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) arising out of or relating to any threatened or actual Action, based in whole or in part upon or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Company, the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect whether pertaining to indemnification, advancement any matter existing or expense reimbursement than are set forth in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, occurring at or prior to the Closing DateDate and whether asserted or claimed prior to, were directorsor at or after the Closing Date (the "D&O Indemnified Liabilities"), officersincluding all D&O Indemnified Liabilities based in whole or in part upon, employeesor arising in whole or in part out of, fiduciaries or agents relating to this Agreement or the transactions contemplated hereby, in each case to the full extent the Company is permitted under applicable Law and its articles of incorporation and bylaws as in effect as of the date hereof to indemnify its own directors or officers (and the Buyer shall, and shall cause the Company to, pay expenses in advance of the final disposition of any such Action to each D&O Indemnified Party to the extent permitted under applicable Law and the Company's articles of incorporation and bylaws as in effect on the date hereof, provided that any person to whom expenses are advanced provides an undertaking in writing to repay such advances if it is determined by a court of competent jurisdiction that such person is not entitled to indemnification). Without limiting the foregoing, in the event any such Action, is brought against any D&O Indemnified Party (whether arising before or after the Closing Date), (i) the D&O Indemnified Party may retain counsel satisfactory to it and reasonably satisfactory to the Buyer, and the Buyer shall, and shall cause the Company to, pay all fees and expenses of such counsel for the D&O Indemnified Party promptly as statements therefor are received to the extent permitted under applicable Law and the Company's articles of incorporation and bylaws as in effect on the date hereof, provided that any person to whom expenses are advanced provides an undertaking in writing to repay such advances if it is determined by a court of competent jurisdiction that such person is not entitled to indemnification and (ii) the Buyer, the Company Subsidiaries or SPACand each D&O Indemnified Party will use all reasonable efforts to assist in the defense of any such matter; provided, unless such modification that neither the Company nor the Buyer shall be required by applicable Lawliable for any settlement effected without its prior written consent, which consent shall not be unreasonably 40 withheld, delayed or conditioned. For a period Any D&O Indemnified Party wishing to claim indemnification under this Section 6.10 shall promptly notify the Buyer upon learning of six (6) years from the Closing, the Company agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any such claim, action, suit, proceeding or investigationinvestigation (but the failure so to notify shall not relieve a party from any liability which it may have under this Section 6.10 except to the extent such failure prejudices such party). The parties hereto agree that all rights to indemnification hereunder, whether civil, criminal, administrative or investigative, arising out including provisions relating to advances of or pertaining expenses incurred in defense of any such Action existing in favor of the D&O Indemnified Parties with respect to matters existing or occurring at or prior to through the Closing, Closing Date shall continue in full force and effect until the sixth anniversary of the Closing Date; provided that if any Action (whether asserted or claimed prior toarising before, at or after the Closing, ) is made against any D&O Indemnified Party on or prior to the fullest extent permitted under applicable Law and the applicable organizational documents sixth anniversary of the CompanyClosing and such D&O Indemnified Party provides notice to the Buyer in accordance with this Section 6.10, the Company Subsidiaries and SPACprovisions of this Section 6.10 shall continue in effect until the final disposition of such claim, as of the date hereof (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Companyaction, the Company Subsidiaries and SPAC, as applicable, as of the date hereof). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law proceeding or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulinvestigation.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents of the Company, the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for For a period of six (6) years from the Closing Date Effective Time, the provisions of the Charter and bylaws, or similar organization documents, of the Surviving Corporation and of each of its Subsidiaries concerning elimination of liability and indemnification of directors and officers shall not be amended in any manner that would adversely affect adversely the rights thereunder of individuals whoany Person that is as of the date of this Agreement an officer or director of the Company or of any such Subsidiary except as may be required by applicable law. From and after the Effective Time, at or prior Parent shall assume, be jointly and severally liable for with the Company, and honor, guaranty and stand surety for, and shall cause the Company to honor, in accordance with their respective terms, such obligations. In addition to the foregoing, from and after the Closing Date, were directorsto the extent permitted by applicable law, officersParent and the Surviving Corporation, employeesjointly and severally, fiduciaries shall indemnify, hold harmless and defend each Person who is a current or agents former officer or director of the Company, the Company or any of its Subsidiaries or SPAC, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, the Company agrees that it shall defend, indemnify against all losses and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees)all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, lossespenalties, damages (including compensatory, punitive and consequential damages), demands, claims, damages or liabilities incurred in connection with any claimactions, causes of action, suitassessments, proceeding or investigation, whether civil, criminal, administrative or investigative, deficiencies and other charges and attorneys’ fees) arising out of or pertaining to matters existing acts or occurring omissions (or alleged acts or omissions) by them in their capacities as such, which acts or omissions occurred at or prior to Closing. To the Closingmaximum extent permitted by applicable law, whether asserted or claimed prior tothe indemnification and related rights hereunder shall be mandatory rather than permissive, at or after and Parent and/or the Closing, Surviving Corporation shall promptly advance expenses in connection with such indemnification to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as of the date hereof (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereof). For the avoidance of doubtlaw; provided that, to the extent required by law, the foregoing indemnification 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. At Closing, Parent shall assume and advancement obligation arises under applicable Law or this Agreement but not become liable for, jointly and severally with the applicable organizational documents Surviving Corporation and each such Subsidiary, any liability and all obligations of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that and each such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which Subsidiary under such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulprovisions.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation of the Company, the Company Subsidiaries Surviving Subsidiary and SPAC Pubco shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereofCompany Charter and its bylaws, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Company Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateCompany Merger Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, the Company Subsidiaries or SPAC, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, From and after the Company Merger Effective Time, Pubco agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, Company Merger Effective Time whether asserted or claimed prior to, at or after the ClosingCompany Merger Effective Time, to the fullest extent that the Company would have been permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as of Charter in effect on the date hereof of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and Law). Pubco further agrees that with respect to the applicable organizational documents provisions of the Company, the Company Subsidiaries bylaws and SPACcertificate of incorporation or limited liability company agreement, as applicable, as of the date hereof). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries relating to indemnification, advancement or SPACexpense reimbursement, as applicablesuch provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Company shall have no obligation to indemnify Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or advance expenses prior to the extent it is determined Company Merger Effective Time, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulapplicable Law.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational The constitutional documents of the Company, the Surviving Company Subsidiaries and SPAC shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in their respective organizational documents as the memorandum and articles of association, charter or bylaws of the date hereofCompany, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing Date, were directors, officers, employees, fiduciaries or agents of the CompanyCompany (collectively, the “D&O Indemnitees”), unless such modification shall be required by applicable Law. The parties hereto further agree that with respect to the provisions of the constitutional documents or limited liability company agreements of the Company Subsidiaries relating to indemnification, exculpation, advancement or SPACexpense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would affect adversely the rights thereunder of the D&O Indemnitees, unless such modification shall be required by applicable Law. For a period of six (6) years from the ClosingClosing Date, the Surviving Company agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC or any Company Subsidiary against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingClosing Date, whether asserted or claimed prior to, at or after the ClosingClosing Date, to the fullest extent that the Company would have been permitted under applicable Law and the applicable organizational documents of the CompanyLaw, the Company Subsidiaries and SPACConstitutional Documents, as the constitutional documents or limited liability company agreements of the Company Subsidiary, or any indemnification agreement in effect on the date hereof of this Agreement (as it may be amended) to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following From and after the ClosingCompany Merger Effective Time, Parent shall cause the organizational documents Surviving Company and the Surviving Partnership to, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless each current or former director or officer of the Company, Company or any of the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as each fiduciary under benefit plans of the date hereof, which provisions shall not be amended, repealed Company or otherwise modified for a period any of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing Date, were directors, officers, employees, fiduciaries or agents of the Company, the Company Subsidiaries or SPAC, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closingeach an “Indemnified Party” and collectively, the Company agrees that it shall defend“Indemnified Parties”) against (i) all losses, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ feesfees and expenses), judgments, fines, losses, claims, damages or liabilities incurred or, subject to the proviso of the next sentence, amounts paid in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativesettlement, arising out of actions or pertaining to matters existing or omissions occurring at or prior to the ClosingCompany Merger Effective Time (and whether asserted or claimed prior to, at or after the Company Merger Effective Time) to the extent that they are based on or arise out of the fact that such person is or was a director, officer or fiduciary under benefit plans, including payment on behalf of or advancement to the Indemnified Party of any expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement (the “Indemnified Liabilities”), and (ii) all Indemnified Liabilities to the extent they are based on or arise out of or pertain to the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the ClosingCompany Merger Effective Time, and including any expenses incurred in enforcing such person’s rights under this Section 5.9; provided, that (x) none of the Surviving Company or the Surviving Partnership shall be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and (y) except for legal counsel engaged for one or more Indemnified Parties on the date hereof, none of the Surviving Company or the Surviving Partnership shall be obligated under this Section 5.9(a) to pay the fees and expenses of more than one legal counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single legal action except to the fullest extent permitted under applicable Law and that, on the applicable organizational documents advice of any such Indemnified Party’s counsel, two or more of such Indemnified Parties shall have conflicting interests in the Companyoutcome of such action. In the event of any such loss, expense, claim, damage or liability (whether or not asserted before the Company Merger Effective Time), the Surviving Company Subsidiaries and SPAC, as of or the date hereof (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPACSurviving Partnership, as applicable, as shall pay the reasonable fees and expenses of counsel selected by the date hereof). For the avoidance Indemnified Parties promptly, and in any event within ten (10) days, after statements therefor are received and otherwise advance to such Indemnified Party upon request, reimbursement of doubtdocumented expenses reasonably incurred (provided that, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Companyif legally required, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation person to indemnify or whom expenses are advanced provides an undertaking to repay such advance expenses to the extent if it is determined by a final adjudication in the underlying action for which indemnification or advancement and non-appealable judgment of expenses is sought a court of competent jurisdiction that such individual did person is not act in good faith or in a manner which the person reasonably believed legally entitled to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulindemnification under applicable Law).

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation and memorandum and articles of association of the Company, Surviving Corporation and the Company Subsidiaries certificate of incorporation and SPAC bylaws of the Surviving Entity shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereofCompany Charter and the HCIC Organizational Documents, respectively, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateEffective Time, were directors, officers, employees, fiduciaries or agents of the Company, HCIC and of the Company Subsidiaries or SPACand its subsidiaries, unless such modification shall be required by applicable Law. For a period of six (6) years from From and after the ClosingEffective Time, the Company agrees that it shall defendSurviving Corporation, the Surviving Entity and PubCo agree to indemnify and hold harmless each present and former director and officer of the CompanyCompany and HCIC (and, the Company Subsidiaries and SPAC as applicable, their Subsidiaries) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, Effective Time whether asserted or claimed prior to, at or after the ClosingEffective Time, to the fullest extent that the Company and HCIC (and, as applicable, their Subsidiaries) would have been permitted under applicable Law and Law; the applicable organizational documents of the CompanyCompany Charter, the Company Subsidiaries HCIC Organizational Documents or applicable Subsidiary bylaws and SPACcertificate of incorporation, as of the date hereof case may be, in effect on the Original Signing Date to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law Law). The Surviving Corporation, the Surviving Entity and PubCo further agree that with respect to the applicable organizational documents provisions of the Company, certificate of incorporation and bylaws of the Company Subsidiaries and SPACrelating to indemnification, as applicableadvancement or expense reimbursement, as such provisions shall not be amended, repealed or otherwise modified for a period of six years from the date hereof). For Effective Time in any manner that would affect adversely the avoidance rights thereunder of doubtindividuals who, at or prior to the extent the foregoing indemnification and advancement obligation arises under Effective Time, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulLaw.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of formation and limited liability agreement of the Company, the Final Surviving Company Subsidiaries and SPAC shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents the Company Certificate of Incorporation or the bylaws of the Company as of the date hereofSigning Date, which provisions of the certificate of formation and limited liability company agreement of the Final Surviving Company shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Final Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateInitial Effective Time, were directors, officers, employees, fiduciaries or agents of the CompanyCompany (each, the Company Subsidiaries or SPACan “Indemnitee”), unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing; provided, that the Company may agree for any such provisions included in the Company Certificate of Incorporation to be included in the limited liability company agreement of the Final Surviving Company instead of in the certificate of formation of the Final Surviving Company. From and after the Final Effective Time, Parent agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC Indemnitee against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, Initial Effective Time whether asserted or claimed prior to, at or after the ClosingInitial Effective Time, to the fullest extent that the Company would have been permitted under applicable Law and Law, the applicable organizational documents Company Certificate of Incorporation or the bylaws of the Company, each as in effect on the Company Subsidiaries and SPACSigning Date, as of the date hereof to indemnify such Indemnitee (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents of the Company, the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for For a period of six (6) years from the Closing Date Effective Time, the provisions of the certificate of incorporation and bylaws, or similar organization documents, of the Surviving Corporation and of each of its Subsidiaries concerning elimination of liability and indemnification of directors and officers shall not be amended in any manner that would adversely affect adversely the rights thereunder of individuals who, at or prior to the Closing Date, were directors, officers, employees, fiduciaries or agents any Person that is as of the Company, date of this Agreement an officer or director of the Company Subsidiaries or SPAC, unless of any such modification shall Subsidiary except as may be required by applicable Law. For a period of six (6) years from From and after the ClosingEffective Time, Parent shall assume, be jointly and severally liable for, and honor, guarantee and stand surety for, and shall cause the Company agrees that it to honor, in accordance with their respective terms, each of the covenants contained in this Section 5.7. In addition to the foregoing, from and after the Closing Date, to the extent permitted by applicable Law, Parent and the Surviving Corporation, jointly and severally, shall defendindemnify, indemnify and hold harmless and defend each present and Person who is a current or former officer or director and officer of the Company, the Company or any of its Subsidiaries against all losses and SPAC against any costs or expenses (including reasonable attorneys’ fees)all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, lossespenalties, damages (including compensatory, punitive and consequential damages), demands, claims, damages or liabilities incurred in connection with any claimactions, causes of action, suitassessments, proceeding or investigation, whether civil, criminal, administrative or investigative, deficiencies and other charges and attorneys’ fees) arising out of or pertaining to matters existing acts or occurring omissions (or alleged acts or omissions) by them in their capacities as such, which acts or omissions occurred at or prior to Closing. To the Closingmaximum extent permitted by applicable Law, whether asserted or claimed prior tothe indemnification and related rights hereunder shall be mandatory rather than permissive, at or after and Parent and/or the Closing, Surviving Corporation shall promptly advance expenses in connection with such indemnification to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as of the date hereof (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereof). For the avoidance of doubtLaw; provided that, to the extent required by Law, the foregoing 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 and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, provided further that neither Parent nor the Company shall have no obligation to indemnify be liable for any losses or advance expenses to arising out of (i) any Action initiated by the extent it is determined by final adjudication in indemnified Person or (ii) any settlement effected without its prior written consent. At Closing, Parent shall assume and become liable for, jointly and severally with the underlying action for which indemnification or advancement of expenses is sought that Surviving Corporation and each such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests Subsidiary, any liability and all obligations of the entity for which Company and each such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, Subsidiary under such individual had no reasonable cause to believe the individual’s conduct was lawfulprovisions.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation and memorandum and articles of association of the Company, Surviving Corporation and the Company Subsidiaries certificate of incorporation and SPAC bylaws of the Surviving Entity shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereofCompany Charter and the HCIC Organizational Documents, respectively, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateEffective Time, were directors, officers, employees, fiduciaries or agents of the Company, HCIC and of the Company Subsidiaries or SPACand its subsidiaries, unless such modification shall be required by applicable Law. For a period of six (6) years from From and after the ClosingEffective Time, the Company agrees that it shall defendSurviving Corporation, the Surviving Entity and PubCo agree to indemnify and hold harmless each present and former director and officer of the CompanyCompany and HCIC (and, the Company Subsidiaries and SPAC as applicable, their Subsidiaries) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, Effective Time whether asserted or claimed prior to, at or after the ClosingEffective Time, to the fullest extent that the Company and HCIC (and, as applicable, their Subsidiaries) would have been permitted under applicable Law and Law; the applicable organizational documents of the CompanyCompany Charter, the Company Subsidiaries HCIC Organizational Documents or applicable Subsidiary bylaws and SPACcertificate of incorporation, as of the case may be, in effect on the date hereof of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law Law). The Surviving Corporation, the Surviving Entity and PubCo further agree that with respect to the applicable organizational documents provisions of the Company, certificate of incorporation and bylaws of the Company Subsidiaries and SPACrelating to indemnification, as applicableadvancement or expense reimbursement, as such provisions shall not be amended, repealed or otherwise modified for a period of six years from the date hereof). For Effective Time in any manner that would affect adversely the avoidance rights thereunder of doubtindividuals who, at or prior to the extent the foregoing indemnification and advancement obligation arises under Effective Time, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulLaw.

Directors’ and Officers’ Indemnification. (a) Following To the Closingfullest extent permitted by Law, the organizational documents limited liability company agreement of the Company, Company following the Company Subsidiaries and SPAC Transactions shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereofCompany LLC Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateClosing, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. The parties further agree that with respect to the provisions of the Organizational Documents of the Company Subsidiaries relating to indemnification, exculpation, advancement or SPACexpense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, Surviving PubCo and the Company agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, Company and the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining relating 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 would have been permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as of LLC Agreement in effect on the date hereof of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents of New SPAC shall, to the Companyfullest extent permitted under applicable Law, the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of SPAC or any Subsidiary of SPAC (“SPAC Indemnified Persons”) than are set forth in their respective the SPAC Organizational Documents, and such provisions shall not thereafter be amended, repealed or otherwise modified for a period of six (6) years from the Closing in any manner that would affect adversely the rights thereunder of the SPAC Indemnified Persons, unless such modification shall be required by applicable Law. With respect to the provisions of the organizational documents as of the date hereofCompany or the Amalgamated Company, which as applicable, and any agreement or contract relating to indemnification, advancement or expense reimbursement of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of the Company (“Company Indemnified Persons”), such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing Date, were directors, officers, employees, fiduciaries or agents of the Company, the Company Subsidiaries or SPACIndemnified Persons, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, the Company agrees that it New SPAC shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries SPAC, NewCo and SPAC Sio NewCo against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, alleged against such directors or officers in their capacity as such and 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 permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as of the date hereof (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following Seller and Buyer agree that all rights to exculpation and indemnification existing in favor of, and all limitations on the Closingpersonal liability of, the organizational documents directors, officers, and employees of the CompanyCompany and its Subsidiaries (“Corporate Indemnified Persons”) provided for in any Company Group Member’s certificate of incorporation, bylaws, limited liability company agreements and other organizational documents, as applicable, as in effect immediately prior to the Company Subsidiaries and SPAC shall contain provisions no less favorable Closing with respect to indemnificationmatters occurring prior to and through the Closing Date, advancement or expense reimbursement than are set forth and specifically including the transactions contemplated hereby, shall continue in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified full force and effect for a period of six (6) years from the Closing Date Closing; provided, however, that all rights to indemnification in respect of any manner that would affect adversely claims (each a “Claim”) asserted or made within such period shall continue until the rights thereunder disposition of individuals whosuch Claim. Following the Closing, at Buyer shall not, and shall not permit the Company or prior to the Closing Dateits Subsidiaries to, were directorsamend or modify their certificate of incorporation, officersbylaws, employeeslimited liability company agreement or other organizational documents, fiduciaries or agents as applicable, as in effect as of the Companydate hereof, the Company Subsidiaries or SPAC, unless such modification shall be except as required by applicable Law. For a period law, if the effect of six (6) years from such amendment or modification would be to lessen in any material respect or otherwise adversely affect in any material respect the Closingindemnification rights of such Indemnified Persons as provided therein, and Buyer shall cause the Company agrees that it shall defend, indemnify and hold harmless or its Subsidiaries to advance expenses to each present and former director and officer of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred such Indemnified Person in connection with any claim, action, suit, proceeding or investigation, 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, involving such Corporate Indemnified Person to the fullest extent permitted under applicable Law and by law or the applicable certificate of incorporation, bylaws, limited liability company agreement or other organizational documents of the Company, the Company Subsidiaries and SPACor its Subsidiaries, as applicable, upon receipt of any undertaking required by law or in the date hereof (including the advancing certificate of expenses as incurred to the fullest extent permitted under applicable Law and the applicable incorporation, bylaws, limited liability company agreement or other organizational documents of the Company, the Company Subsidiaries and SPACor its Subsidiaries, as applicable, as of the date hereof). For In the avoidance event that the Company or any of doubtits Subsidiaries transfers all or substantially all of its properties and assets to any person, to then and in each such case, proper provision shall be made so that the extent transferee of such properties or assets shall assume the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents obligations of the Company, the Company Subsidiaries or SPACits Subsidiaries, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.under this paragraph 7.6. 38

Directors’ and Officers’ Indemnification. (a) Following From and after the Closing, the organizational documents of the Company, the Company Subsidiaries Closing and SPAC shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from therefrom, the Closing Date in Buyer shall cause the Company and its Subsidiaries to indemnify, defend and hold harmless each person who is now, or has been at any manner that would affect adversely time prior to the rights thereunder of individuals who, at date hereof or who becomes prior to the Closing Date, were directorsan officer or director of the Company or its Subsidiaries (the “D&O Indemnified Parties”) against any and all losses, officersdamages, employeesliabilities, fiduciaries deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or agents defending the foregoing) arising out of or relating to any threatened or actual Action based upon or arising out of or relating to the fact that such person is or was a director or officer of the Company or any of its Subsidiaries whether pertaining to any matter existing or occurring on or prior to the Closing Date and whether asserted or claimed prior to, on or after the Closing Date (the “D&O Indemnified Liabilities”) including all D&O Indemnified Liabilities based on, or arising out of, or relating to, this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under applicable Law to indemnify its own directors or officers (and the Buyer shall cause the Company and its Subsidiaries to pay expenses in advance of the final disposition of any such Action to each D&O Indemnified Party upon receipt from each such D&O Indemnified Party of a written undertaking to reimburse the Company and its Subsidiaries for such advancement upon the determination of a court of competent jurisdiction that such D&O Indemnified Party is not entitled to indemnification in respect of such threatened or actual Action). Without limiting the foregoing, in the event any such Action is brought against any D&O Indemnified Party (whether arising before or after the Closing Date), (i) the D&O Indemnified Party may retain counsel satisfactory to it and reasonably satisfactory to the Buyer, and the Buyer shall cause the Company and its Subsidiaries to pay all fees and expenses of such counsel for the D&O Indemnified Party as statements therefor are received and (ii) the Buyer shall cause the Company and its Subsidiaries and each D&O Indemnified Party will use all reasonable efforts to assist in the vigorous defense of any such matter; provided, that neither the Company, any of its Subsidiaries nor the Company Subsidiaries or SPAC, unless such modification Buyer shall be required by applicable Lawliable for any settlement effected or agreed judgment entered into with the consent of a D& O Indemnified Party without its prior written consent. For Any D&O Indemnified Party wishing to claim indemnification under this Section 6.11 shall promptly notify the Buyer upon learning of any such Action (but the failure so to notify shall not relieve a party from any liability which it may have under this Section 6.11, except to the extent such failure prejudices such party). The parties hereto agree that all rights to indemnification hereunder, including provisions relating to advances of expenses incurred in defense of any such Actions existing in favor of the D&O Indemnified Parties with respect to matters occurring on or prior to the Closing Date shall continue in full force and effect for a period of not less than six (6) years from the ClosingClosing Date; provided, however, that all rights to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period shall continue until the disposition of such D&O Indemnified Liabilities. Notwithstanding anything contained herein, neither the Buyer, the Company agrees that it shall defend, indemnify and hold harmless each present and former director and officer nor any of the Company’s Subsidiaries shall be liable for any D&O Indemnified Liabilities or any other amounts to the D&O Indemnified Parties, including (without limitation) any obligation to advance or reimburse expenses hereunder, in respect of any threatened or actual Action which is asserted by or through the Seller or any present or future Affiliate of the Seller (excluding the Company and any of its Subsidiaries), or which is based upon, arises as a result of, or relates to, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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 permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as of the date hereof (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereof). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought fact that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officerofficer or employee of the Seller or any of its Affiliates other than the Company or any of its Subsidiaries or which is based upon, orarises as a result of, with respect to or relates to, the actions, activities and/or businesses of the Seller or any criminal action of its Affiliates other than the Company or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulany of its Subsidiaries.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation and bylaws of the Company, the Company Subsidiaries and SPAC Surviving Corporation shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in their respective organizational documents as the charter or bylaws of the date hereofCompany, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing Date, were directors, officers, employees, fiduciaries or agents of the CompanyCompany or any venture capital fund that is or may be deemed to be affiliated with any such director (collectively, the “D&O Indemnitees”), unless such modification shall be required by applicable Law. The parties hereto further agree that with respect to the provisions of the charter, bylaws or limited liability company agreements of the Company Subsidiaries relating to indemnification, exculpation, advancement or SPACexpense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would affect adversely the rights thereunder of the D&O Indemnitees, unless such modification shall be required by applicable Law. For a period of six (6) years from the ClosingClosing Date, the Company agrees that it Surviving Corporation shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC or any Company Subsidiary (including any such affiliated venture capital fund) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingClosing Date, whether asserted or claimed prior to, at or after the ClosingClosing Date, to the fullest extent that the Company would have been permitted under applicable Law and Law, the applicable organizational documents Company Certificate of Incorporation or the bylaws of the Company, the Company Subsidiaries and SPACcharter, as bylaws or limited liability company agreements of the Company Subsidiary, or any indemnification agreement in effect on the date hereof of this Agreement (as it may be amended) to indemnify or exculpate such person or affiliated venture capital fund entity (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation and bylaws of the Company, the Company Subsidiaries and SPAC Surviving Corporation shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in their respective organizational documents as the charter or bylaws of the date hereofCompany, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateEffective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. Switchback further agrees that with respect to the provisions of the charter, bylaws or limited liability company agreements of the Company Subsidiaries relating to indemnification, exculpation, advancement or SPACexpense reimbursement, such 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 who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law. For a period of six (6) years from the ClosingEffective Time, the Company Switchback agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC or any Company Subsidiary against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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 ClosingEffective Time, to the fullest extent that the Company would have been permitted under applicable Law and Law, the applicable organizational documents Company Certificate of Incorporation or the bylaws of the Company, the Company Subsidiaries and SPACcharter, as bylaws or limited liability company agreements of the Company Subsidiary, or any indemnification agreement in effect on the date hereof of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents of the Company, the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect The Acquiror agrees that all rights to indemnification, advancement indemnification or expense reimbursement than are set forth in their respective organizational documents exculpation existing as of the date hereofof this Agreement in favor of the directors and officers of the Company or any of its Subsidiaries, which provisions as provided in the indemnification agreements between the Company and its directors and officers (in the form made available to Acquiror) or in the certificate or articles of incorporation, bylaws or other similar governing documents of the Company or any of its Subsidiaries made available to the Acquiror, shall not be amended, repealed or otherwise modified survive the Closing and shall continue in full force and effect for a period of not less than six (6) years from the Closing Date in any manner and that would affect adversely the rights thereunder of individuals who, at or prior to the Closing Date, were directors, officers, employees, fiduciaries or agents of the Company, the Company and its Subsidiaries or SPAC, unless will perform and discharge the obligations to provide such modification shall be required by applicable Law. For a period of six (6) years from indemnity and exculpation after the Closing; provided, the Company agrees however, that it shall defend, indemnify all rights to indemnification and hold harmless each present and former director and officer exculpation in respect of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, Action arising out of or pertaining relating to matters existing or occurring at or prior to the Closing, whether Closing Date and asserted or claimed prior to, at or made within such six-year period shall continue until the final disposition of such Action. For a period of not less than six years from and after the Closing, the Acquiror shall not, and shall cause each of its Subsidiaries (including the Company) not to, except as required by applicable Law, amend, repeal or otherwise modify the indemnification provisions of the Company’s certificate or articles of incorporation, bylaws or other similar governing documents as in effect on the date of this Agreement in any manner that would adversely affect the rights thereunder of individuals who at the Closing were directors or officers of the Company or its Subsidiaries. Notwithstanding anything to the fullest extent permitted under applicable Law and contrary in the applicable organizational certificate or articles of incorporation, bylaws or other similar governing documents of the Acquiror, the Company, the Company Subsidiaries and SPACSurviving Corporation or any of their respective Subsidiaries, as (i) no exculpation or other provision in the certificate or articles of incorporation, bylaws or other similar governing documents of the date hereof (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of Acquiror, the Company, the Company Surviving Corporation or any of their respective Subsidiaries shall be deemed to exculpate any such person from its obligations under this Agreement and SPAC, as applicable, as (ii) no person shall be entitled to indemnification or reimbursement or advancement of expenses under any provision of the date hereof). For the avoidance certificate or articles of doubtincorporation, to the extent the foregoing indemnification and advancement obligation arises under applicable Law bylaws or this Agreement but not the applicable organizational other similar governing documents of the Acquiror, the Company, the Company Surviving Corporation or any of their respective Subsidiaries for any matter constituting a breach of the Company’s representations, warranties or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication covenants set forth in the underlying action for which indemnification or advancement of expenses is sought that this Agreement where such individual did not act in good faith or in a manner which the person reasonably believed to be participated in or not opposed to had actual knowledge of such breach at the best interests time of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulbreach.

Directors’ and Officers’ Indemnification. (a) Following Pace agrees that with respect to the Closing, the organizational documents provisions of the Company, limited liability company agreements of the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect or in any other documents relating to indemnification, advancement or expense reimbursement than are set forth reimbursement, such provisions shall survive the transactions contemplated by this Agreement, shall continue in their respective organizational documents as of full force and effect from and after the date hereofEffective Time, which provisions and shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Effective Time in any manner that would affect adversely the rights thereunder for periods prior to the Effective Time of individuals who, at or prior to the Closing DateEffective Time, were directors, officers, employees, fiduciaries or agents of the Company, Company (the “Company Subsidiaries or SPACD&O Persons”), unless such modification shall be required by applicable Law. For a period of six (6) years from the ClosingEffective Time, the Company Pace agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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 ClosingEffective Time, to the fullest extent that the Company would have been permitted under applicable Law and the applicable organizational documents of the Company, or the Company Subsidiaries and SPAC, as of LLCA or in any other documents in effect on the date hereof of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and Law). To the maximum extent permitted by applicable organizational documents of Law, during such six (6)-year period, Pace shall advance, or caused to be advanced, expenses in connection with such indemnification as provided in the Company, the Company Subsidiaries and SPAC, ’s Organizational Documents or other applicable agreements as applicable, as of the date hereof). For the avoidance of doubt, in effect immediately prior to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulEffective Time.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The Surviving Corporation Certificate of Incorporation and bylaws of the Company, the Company Subsidiaries and SPAC Surviving Corporation shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in their respective organizational documents the Company Memorandum and Articles as of the date hereofof this Agreement, which provisions of the Surviving Corporation Organizational Documents shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateEffective Time, were directors, officers, employees, fiduciaries or agents of the Company, the Company Subsidiaries or SPAC, unless such modification shall be required by applicable Law. For a period of six (6) years from From and after the ClosingEffective Time, the Company CAH agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, Effective Time whether asserted or claimed prior to, at or after the ClosingEffective Time, to the fullest extent that the Company would have been permitted under applicable Law and the applicable organizational documents of the CompanyLaw, the Company Subsidiaries Memorandum and SPAC, as of Articles in effect on the date hereof of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and Law). CAH further agrees that with respect to the applicable organizational documents provisions of the Company, bylaws (or similar governing documents) of the Company Subsidiaries and SPACrelating to indemnification, as applicableadvancement or expense reimbursement, as such provisions shall not be amended, repealed or otherwise modified for a period of six years from the date hereof). For Effective Time in any manner that would affect adversely the avoidance rights thereunder of doubtindividuals who, at or prior to the extent the foregoing indemnification and advancement obligation arises under Effective Time, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawfulLaw.

Directors’ and Officers’ Indemnification. (a) Following Parent, Merger Sub and Merger Partnership each agree that all rights to indemnification existing in favor of, and all limitations on the Closingpersonal liability of, each present or former officer or director of the Company or any Company Subsidiary and any person who becomes an officer or director of the Company or any Company Subsidiary after the date hereof but prior to the Company Merger Effective Time (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) provided for in the respective charters or bylaws (or other applicable organizational documents documents) or existing indemnification agreements listed on Schedule 6.7(a) of the Company or any of the Company’s Subsidiaries, the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect to indemnificationin each case, advancement or expense reimbursement than are set forth in their respective organizational documents effect as of the date hereof, which provisions shall not be amended, repealed hereof and covering actions or otherwise modified for a period of six (6) years from the Closing Date omissions by any such Person in any manner that would affect adversely the rights thereunder of individuals who, at its capacity as an officer or prior to the Closing Date, were directors, officers, employees, fiduciaries or agents director of the Company, the Company or any of its Subsidiaries or SPAC, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, the Company agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingCompany Merger Effective Time, whether asserted or claimed prior toshall survive the Mergers and continue in full force and effect and, at or from and after the ClosingCompany Merger Effective Time, such indemnification shall become the obligation of the Surviving Company, and from and after the Company Merger Effective Time, the Surviving Company shall, to the fullest extent permitted under by applicable Law Law, indemnify, defend and the applicable organizational documents hold harmless each Indemnified Party against all losses, claims, damages, liabilities, fees, expenses, Judgments and fines arising in whole or in part out of actions or omissions by such Indemnified Party in its capacity as an officer or director of the Company, Company or any of its Subsidiaries occurring at or prior to the Company Subsidiaries and SPAC, as Merger Effective Time (including in respect of the date hereof transactions contemplated by this Agreement), and shall reimburse each Indemnified Party for any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, Judgments and fines as such expenses are incurred (including and advance legal or other expenses incurred by any Indemnified Party in connection with matters for which such Indemnified Party is eligible to be indemnified pursuant to this Section 6.7(a) within ten (10) days after receipt by the advancing Surviving Company of expenses as incurred a written request for such advance); provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the fullest extent permitted under applicable Law and final disposition of such claim; provided, further, that (i) the applicable organizational documents of the Company, the Surviving Company Subsidiaries and SPAC, as applicable, as of shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); (ii) except for counsel engaged for one or more Indemnified Parties on the date hereof). For , the avoidance Surviving Company shall not be obligated under this Section 6.7(a) to pay the fees and expenses of doubt, more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single legal action except to the extent that two or more of such Indemnified Parties shall have conflicting interests in the foregoing indemnification outcome of such action; and advancement obligation arises under applicable Law or this Agreement but not (iii) the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Surviving Company shall have no obligation hereunder to indemnify any Indemnified Party unless the Surviving Company receives an undertaking by or advance on behalf of such Indemnified Party to repay such legal or other expenses to the extent if it is ultimately determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought under applicable Law that such individual did Indemnified Party is not act in good faith or in a manner which the person reasonably believed entitled to be in or not opposed indemnified. Any Indemnified Party wishing to the best interests claim indemnification under this Section 6.7(a), upon learning of the entity for which such individual is or was serving as a director or officerany claim, or, with respect to any criminal action or proceeding, shall notify the Surviving Company thereof in writing; provided, that the failure to so notify the Surviving Company shall not affect the indemnification obligations of the Surviving Company under this Section 6.7(a), except to the extent such individual had no reasonable cause failure to believe notify materially prejudices the individual’s conduct was lawfulSurviving Company.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation and bylaws of the Company, the Company Subsidiaries and SPAC Surviving Corporation shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in their respective organizational documents as the Company Certificate of Incorporation or the bylaws of the date hereofCompany, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing DateEffective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. Acquiror further agrees that with respect to the provisions of the charter, bylaws or limited liability company agreements of the Company Subsidiaries relating to indemnification, exculpation, advancement or SPACexpense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law. For a period of six (6) years from the ClosingEffective Time, the Company Acquiror agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the Company, the Company Subsidiaries and SPAC or any Company Subsidiary against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, 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 ClosingEffective Time, to the fullest extent that the Company would have been permitted under applicable Law and Law, the applicable organizational documents Company Certificate of Incorporation or the bylaws of the Company, the Company Subsidiaries and SPACcharter, as bylaws or limited liability company agreements of the Company Subsidiary, or any indemnification agreement in effect on the date hereof of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereofLaw). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful.

Directors’ and Officers’ Indemnification. (a) Following the Closing, the organizational documents The certificate of incorporation and bylaws of the Company, the Company Subsidiaries and SPAC Surviving Corporation shall contain the provisions no less favorable with respect to indemnification, advancement or expense reimbursement than indemnification that are set forth in their respective organizational documents forth, as of the date hereofof this Agreement, in the certificate of incorporation and bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date Effective Time in any manner that would affect adversely the rights thereunder of individuals who, who at or at any time prior to the Closing Date, Effective Time were directors, officers, employees, fiduciaries or agents of the Company. (b) From and after the Effective Time, Parent, WAG and the Company Subsidiaries or SPAC, unless such modification Surviving Corporation shall be required by applicable Law. For a period of six (6) years from the Closing, the Company agrees that it shall defend, indemnify and hold harmless each present and former director and officer of the CompanyCompany (the "INDEMNIFIED PARTIES"), the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "COSTS") incurred in connection with any claim, action, suit, proceeding or investigation, 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 ClosingEffective Time, to the fullest extent that the Company would have been permitted under applicable Law Delaware law and the applicable organizational under its charter documents of the Company, the Company Subsidiaries and SPAC, as of in effect on the date hereof (including the advancing of to indemnify such Indemnified Parties, and WAG and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law and Delaware law upon receipt from the applicable organizational documents Indemnified Party to whom expenses are to be advanced of an undertaking to repay such advances if it is ultimately determined such person is not entitled to indemnification. (c) In the event that either of the CompanySurviving Corporation, Parent or WAG or any of its successors or assigns (i) consolidates with or merges into any other person and is not the Company Subsidiaries continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and SPACassets to any person, then, and in each such case, proper provision will be made so that the successors and assigns of Parent, WAG or the Surviving Corporation, as applicable, as will assume the obligations thereof set forth in this Section 7.04. (d) The provisions of this Section 7.04 (i) are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (e) For six years after the Effective Time, WAG or the Surviving Corporation shall maintain in effect the Company's current directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable to the Company's directors and officers currently covered by such insurance than those of such policy in effect on the date hereof). For , provided that WAG may substitute therefor policies of WAG or the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Parent Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, containing terms with respect to coverage and amount no less favorable to such directors or officers; provided, further, that in no event shall WAG or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 7.04(e) in excess of 150% of the aggregate premiums paid by the Company in 1997 on an annualized basis for such purpose; and, provided further, that if WAG or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.04(e) for such aggregate premium, then WAG or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium equal to 150% of the 1997 premium. (f) WAG shall cause the Surviving Corporation or any criminal action or proceeding, such individual had no reasonable cause successor thereto to believe the individual’s conduct was lawfulcomply with its obligations under this Section 7.04. SECTION 7.05.