Common use of Directors and Officers Liability Insurance Clause in Contracts

Directors and Officers Liability Insurance. (a) All rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers of SPAC (each, together with such person’s heirs, executors or administrators and the Sponsor, a “D&O Indemnified Party”), as provided in SPAC’s Organizational Documents or under any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as of immediately prior to the date of this Agreement, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, PubCo shall, or shall cause the Surviving Company (or another Group Company at PubCo’s election), to indemnify the D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo shall, and shall cause the applicable Group Company to, not amend, repeal or otherwise modify any provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) Prior to the Closing, SPAC shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company currently covered by a directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. PubCo shall, and shall cause the Surviving Company to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Company, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documents, any other indemnification arrangement, any Applicable Law or otherwise. The obligations of PubCo, SPAC and the Company under this Section 8.13 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.13. (e) If after the Closing, the Surviving Company or any of its successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo shall use reasonable best efforts to make proper provisions for the successors and assigns of such Group Company, as applicable, to assume the obligations set forth in this Section 8.13.

Directors and Officers Liability Insurance. (a) All rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers of SPAC (each, together with such person’s heirs, executors or administrators and the Sponsor, a “D&O Indemnified Party”), as provided in SPAC’s Organizational Documents or under any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as of immediately prior to the date of this Agreement, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six years after the Effective Time (6) years from the Closing Date“Tail Period”), PubCo shall, or Buyer shall cause the Surviving Corporation to maintain in effect either (a) the current policy of directors’ and officers’ liability insurance maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous in any material respect to the insured parties thereunder) with respect to claims arising from facts or another Group Company events that occurred at PubCo’s election), to indemnify or before the D&O Indemnified Party against any costs Effective Time whether or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or not pertaining to matters any matter existing or occurring at or prior to the Effective Time, Time and whether or not asserted or claimed prior to, at or at, or after the Effective TimeTime (including claims based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby ), to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo shall, and shall cause the applicable Group Company to, not amend, repeal or otherwise modify any provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) Prior a run-off (i.e., “tail”) policy or endorsement with respect to the Closing, SPAC shall purchase a “tail” or “runoff” current policy of directors’ and officers’ liability insurance policy (covering claims asserted within the “D&O Tail”) in respect of acts Tail Period arising from facts or omissions events that occurred at or before the Effective Time whether or not pertaining to any matter existing or occurring at or prior to the Effective Time covering each and whether or not asserted or claimed prior to, or at, or after the Effective Time (including claims based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby); and such Person that is a director policies or officer endorsements shall name as insureds thereunder all present and former directors and officers of SPAC and the Company currently covered by a or any of its Subsidiaries. Notwithstanding the foregoing, if the cost to the Company of the insurance coverage required pursuant to this Section 7.9 exceeds $850,000 in the aggregate for the duration of the Tail Period, Buyer shall maintain or provide the most advantageous policies of directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, on terms with respect to coverage, deductibles for all present and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. PubCo shall, former directors and shall cause the Surviving Company to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Company, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documents, any other indemnification arrangement, any Applicable Law or otherwise. The obligations of PubCo, SPAC and the Company under this Section 8.13 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each officers of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.13. (e) If after the Closing, the Surviving Company or any of its successors Subsidiaries obtainable for $850,000 in the aggregate for the duration of the Tail Period. Buyer will not, nor will Buyer permit the Surviving Corporation to merge or assigns: (i) consolidates consolidate with or merges into any other Person and shall not be the continuing entity or surviving entity of such consolidation or merger; or (ii) transfers or conveys sell all or substantially all of its properties and Buyer’s or such subsidiary’s assets to any Person, then, in each such case, PubCo shall use reasonable best efforts to make proper provisions for unless Buyer or the successors and assigns of such Group Company, as applicable, to assume Surviving Corporation will ensure that the surviving or resulting entity assumes the obligations set forth in imposed by Section 7.8 and this Section 8.137.9. Each of the current and former officers and directors of the Company are intended to be third-party beneficiaries of Sections 7.8 and 7.9 and may specifically enforce their respective terms.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC any Group Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s their respective Organizational Documents or under in any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as any Group Company set forth on Section 6.13(a) of immediately prior to the date of this Agreement, Company Disclosure Letter shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Dateeffect. For a period of six (6) years from the Closing Date, PubCo shall, or Parent shall cause the Surviving Company (Group Companies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of such Group Company’s Organizational Documents as in effect immediately prior to the Closing Date or another in any indemnification agreements of each Group Company at PubCo’s election), to indemnify the with any D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective TimeClosing Date, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo and Parent shall, and shall cause the applicable Group Company Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Parent shall cause the Group Companies to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.13 without limit as to time. (b) Prior to the Closing, SPAC the Company shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy policies (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the a Group Company currently covered by a directors’ and officers’ liability insurance policy policies of SPAC one or the Company, as the case may be, more Group Companies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. PubCo Parent shall, and shall cause the Surviving Company Corporation to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyGroup Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b6.13(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s the Organizational DocumentsDocuments of any Group Company, any other indemnification arrangement, any Applicable Law applicable Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 6.13 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 6.13 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.136.13. (ed) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.136.13.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC any Group Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational their respective Charter Documents or under in any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as respect to any Group Company set forth on Schedule 7.12(a) of immediately prior to the date of this Agreement, Company Disclosure Letter shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Dateeffect. For a period of six (6) years from the Closing Date, PubCo shall, or Parent shall use reasonable best efforts to cause the Surviving Company (Group Companies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of such Group Company’s Charter Documents or another in any indemnification agreements of each Group Company at PubCo’s election), to indemnify the D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective TimeClosing Date with any D&O Indemnified Party, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo and Parent shall, and shall use reasonable best efforts to cause the applicable Group Company Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such six (6)-year period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) Prior to the Closing, SPAC the Company shall use reasonable best efforts to purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the a Group Company currently covered by a directors’ and officers’ liability insurance policy of SPAC one or the Company, as the case may be, more Group Companies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement and covering claims for the six-year period following the Closing. PubCo Parent shall, and shall use reasonable best efforts to cause the Surviving Company Corporation to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyGroup Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.13(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Charter Documents of any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 7.13 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.13 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.137.13. (ed) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo Parent shall, and shall use reasonable best efforts to cause the Group Companies to, make reasonable efforts to ensure that proper provisions for provision is made to have the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.137.13. (e) On or before the Closing, Parent shall obtain a directors’ and officers’ liability insurance policy on terms satisfactory to the Company, which policy shall provide coverage for the directors and officers of Parent as of immediately following the Closing (and the Company and Parent shall reasonably cooperate with respect thereto).

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC any Group Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational Documents or under any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as of immediately prior to the date of this Agreementtheir respective Governing Documents, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Dateeffect. For a period of six (6) years from the Closing Date, PubCo shall, or Parent shall cause the Surviving Company (or another Group Company at PubCoCompanies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of such Group Company’s election), to indemnify the D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred Governing Documents as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective TimeClosing Date, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo and Parent shall, and shall cause the applicable Group Company Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Parent shall cause the Group Companies to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.12 without limit as to time. (b) Prior to the Closing, SPAC the Company shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the a Group Company currently covered by a the Seller’s and its Affiliates’ (other than the Group Companies) directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, policies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-six (6) year period following the Closing. PubCo Parent shall, and shall cause the Second Surviving Company LLC to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyGroup Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.12(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Governing Documents of any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 7.12 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.12 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.137.12. (ed) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.137.12.

Directors and Officers Liability Insurance. (a) All rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers of SPAC ION (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPACION’s Organizational Documents or under any indemnification agreement such D&O Indemnified Parties may have with SPACION, in each case, as in effect as of immediately prior to the date of this Agreement, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, PubCo shall, or the Company shall cause the Surviving Company (or another Group Company at PubCothe Company’s election)) to maintain in effect the exculpation, to indemnify the D&O Indemnified Party against any costs or indemnification and advancement of expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred provisions of ION’s Organizational Documents as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective Timedate of this Agreement, whether asserted or claimed prior to, at or after and the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo Company shall, and shall cause the applicable Group Company to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) Prior to the Closing, SPAC ION shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company ION currently covered by a directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, ION on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. PubCo If ION fails to obtain such D&O Tail prior to the Effective Time, the Company shall or shall cause the Surviving Company to obtain such a D&O Tail, provided that ION shall not, and the Company or the Surviving Company shall not be obligated to, pay a premium in excess of four hundred percent (400%) of the most recent annual premium paid by ION with respect to its directors’ and officers’ liability insurance policy prior to the date of this Agreement, but shall purchase the maximum coverage reasonably available for four hundred percent (400%) of the most recent annual premium paid by ION prior to the date of this Agreement. The Company shall, and shall cause the Surviving Company to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyION, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b6.11(b). (c) On the Closing Date, PubCo the Company shall enter into customary indemnification agreements reasonably satisfactory to each of the other Parties Company and ION with the post-Closing directors of PubCothe Company and the Surviving Company, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPACION’s Organizational Documents, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC ION and the Company under this Section 8.13 6.11 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 6.11 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.136.11. (e) If after the Closing, the Surviving Company or any of its successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo the Company shall use reasonable best efforts to make proper provisions for the successors and assigns of such Group Company, as applicable, to assume the obligations set forth in this Section 8.136.11.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers of SPAC the Company, Parent or any of their respective Subsidiaries (including Merger Subs) (each, together with such person’s heirs, executors or administrators and the Sponsor, a “D&O Indemnified Party”), as provided in SPAC’s Organizational their respective Charter Documents or under in any indemnification agreement with the Company, Parent or such D&O Indemnified Parties may have with SPAC, in each case, Subsidiary (as in effect applicable) binding as of immediately prior to the date of this Agreementhereof, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Dateeffect. For a period of six (6) years from the Closing Date, PubCo shall, or shall cause the Surviving Company (or another Group Company at PubCo’s election), to indemnify the D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo Parent shall, and shall cause the applicable Group Company Surviving Entity and its Subsidiaries to, maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s, Parent’s or such Subsidiary’s Charter Documents (as applicable) as in effect immediately prior to the Closing Date or in any of their respective indemnification agreements with any D&O Indemnified Party as in effect immediately prior to the Closing Date, and Parent shall not, and shall cause the Surviving Entity and its Subsidiaries not to, amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) Prior to the Closing, SPAC the Company shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company and its Subsidiaries currently covered by a directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, Company on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year six (6)-year period following the Closing, the fees, costs and expense of which shall be considered Company Transaction Costs for purposes of this Agreement. PubCo Prior to the Closing, Parent shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “Parent D&O Tail”), covering each such Person that is a director or officer of Parent and its Subsidiaries (including Merger Subs) on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for up to the six (6)-year period following the Closing with ten million dollars ($10,000,000) in coverage, the fees, costs and expense of which shall be considered Parent Transaction Costs for purposes of this Agreement. Parent shall, and shall cause the Surviving Company Entity to, maintain the D&O Tail and the Parent D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyCompany and its Subsidiaries, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.15(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Charter Documents of the Company, Parent or any of their respective Subsidiaries (as applicable), any other indemnification arrangement, any Applicable Law or otherwise. The obligations of PubCo, SPAC and the Company under this Section 8.13 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, benefit each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.137.15. (ed) If Parent or, after the Closing, the Surviving Company or any of its successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of such Group Parent or the Company, as applicable, to assume the obligations set forth in this Section 8.137.15.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC any Group Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational their respective Charter Documents or under in any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as any Group Company set forth on Schedule 7.13(a) of immediately prior to the date of this Agreement, Company Disclosure Letter shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Dateeffect. For a period of six (6) years from the Closing Date, PubCo shall, or Parent shall cause the Surviving Company (Group Companies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of such Group Company’s Charter Documents as in effect immediately prior to the Closing Date or another in any indemnification agreements of each Group Company at PubCo’s election), to indemnify the with any D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective TimeClosing Date, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo and Parent shall, and shall cause the applicable Group Company Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Parent shall cause the Group Companies to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.13 without limit as to time. (b) Prior to the Closing, SPAC the Company shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the a Group Company currently covered by a directors’ and officers’ liability insurance policy of SPAC one or the Company, as the case may be, more Group Companies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. PubCo Parent shall, and shall cause the Surviving Company Entity to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyGroup Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.13(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Charter Documents of any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 7.13 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.13 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.137.13. (ed) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.137.13.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC Parent and any Group Company (each, together with such personPerson’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s their respective Charter Documents and Parent Organizational Documents or under in any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as any Parent or Group Company set forth on Section 7.10(a) of immediately prior to the date of this AgreementCompany Disclosure Letter, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, PubCo shall, or Parent shall cause the Surviving Company (Group Companies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Parent Organizational Documents or another any such Group Company’s Charter Documents as in effect immediately prior to the Closing Date or in any indemnification agreements of the Parent or each Group Company at PubCo’s election), to indemnify the with any D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining effect immediately prior to matters existing or occurring at or the Closing Date and made available to Parent prior to the Effective TimeDate, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo and Parent shall, and shall cause the applicable Group Company Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified PartyParty for a period of six years from the Closing Date; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Parent shall cause the Group Companies to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.10. (b) Prior to the Closing, SPAC Parent and the Company shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the First Effective Time covering each such Person that is a director or officer of SPAC Parent and the Company a Group Company, as applicable, currently covered by a directors’ and officers’ liability insurance policy of SPAC one or more of Parent and the Company, as the case may be, Group Companies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement Effective Date for the six-year period following the Closing. PubCo Parent shall, and shall cause the Surviving Company Entity to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyGroup Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.10(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person Person may have under SPAC’s the Parent Organizational DocumentsDocuments or Charter Documents of any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 7.10 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.10 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.137.10. (ed) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.137.10.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC Parent or any Group Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational their respective Governing Documents or under in any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as Parent set forth on Schedule 7.12(a) of immediately prior to the date Parent Disclosure Letter or any Group Company set forth on Schedule 7.12(a) of this Agreement, the Company Disclosure Letter shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Dateeffect. For a period of six (6) years from the Closing Date, PubCo shall, or shall cause Parent and the Surviving Company Entity shall (or another Group Company at PubCo’s election), to i) indemnify the and hold harmless each D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages damages, liabilities or liabilities awards paid in settlement incurred in connection with any actual or threatened Legal Proceeding, whether civil, criminal, administrative or investigative, Proceeding arising out of of, relating to or pertaining to in connection with matters existing or occurring at or prior to the Effective Time (including by reason of the fact that such Person is or was a director or officer of Parent, the Company or any of its subsidiaries or, while a director or officer of Parent, the Company or any of its Subsidiaries, was serving at the request of Parent, the Company or such Subsidiary as a director, officer, employee or agent of another Person (including serving at the request of Parent, the Company or any such Subsidiary with respect to any employee benefit plan), or for any acts or omissions occurring or alleged to occur prior to the Effective Time), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Parent or the SPAC Company would have been permitted under Applicable Law. PubCo Legal Requirements to indemnify such Person and Parent or the Surviving Entity shall advance expenses (including reasonable legal fees and expenses) incurred by such Person in the defense of any Legal Proceeding in advance of its prior disposition, including any expenses incurred in enforcing such Person’s rights under this Section 7.12, regardless of whether indemnification with respect to or advancement of such expenses is authorized under the certificate of formation or operating agreement of the Surviving Entity or the certificate of incorporation and bylaws, or equivalent organizational documents, of any Subsidiary and (ii) cause Parent and the Group Companies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Parent’s and such Group Company’s Governing Documents as in effect immediately prior to the Closing Date or in any indemnification agreements of Parent’s and each Group Company with any D&O Indemnified Party as in effect immediately prior to the Closing Date, and Parent shall, and shall cause the applicable Group Company Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Parent shall, and shall cause the Group Companies to, honor, in accordance with their respective terms, each of the covenants contained in this Section 7.12 without limit as to time. (b) Prior to the Closing, SPAC shall purchase Parent has obtained a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company Parent currently covered by a Parent’s directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, policies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-six (6) year period following the Closing. PubCo Parent shall, and shall cause the Surviving Company Entity to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Company, Parent and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.12(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Governing Documents of Parent or any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 7.12 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.12 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified PartiesParties and their respective heirs and representatives, each of whom is an intended third-party beneficiary of this Section 8.137.12. (ed) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any PersonPerson or effects any division or similar transaction, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.137.12.

Directors and Officers Liability Insurance. (a) All rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers of SPAC or the Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational Documents or the Company’s Organizational Documents, as applicable, or under any indemnification agreement such D&O Indemnified Parties may have with SPACSPAC or the Company, in each case, as in effect as of immediately prior to the date of this Agreement, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, PubCo shall, or shall cause the Surviving Company (or another Group Company at PubCo’s election), to indemnify the D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo shall, and shall cause the applicable Group Company to, not amend, repeal or otherwise modify any provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) Prior to the Closing, SPAC shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company currently covered by a directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing; provided that, without the Company’s prior written consent, the aggregate cost of the D&O Tail shall not exceed 350% of the amount paid by SPAC for coverage in the last fifteen month period ending on February 23, 2023, which amount is set forth on Schedule 8.10(b) of the SPAC Disclosure Letter. PubCo shall, and shall cause the Surviving Company to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Company, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b)8.10. (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing board of directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documents, any other indemnification arrangement, any Applicable Law or otherwise. The obligations of PubCo, SPAC and the Company under this Section 8.13 8.10 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 8.10 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.138.10. (e) If after the Closing, the Surviving Company or any of its successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo shall use reasonable best efforts to make proper provisions for the successors and assigns of such Group Company, as applicable, to assume the obligations set forth in this Section 8.138.10.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC any Group Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational their respective Charter Documents or under in any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as respect to any Group Company set forth on Schedule 7.12(a) of immediately prior to the date of this Agreement, Company Disclosure Letter shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Dateeffect. For a period of six (6) years from the Closing Date, PubCo shall, or Parent shall use reasonable best efforts to cause the Surviving Company (Group Companies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of such Group Company’s Charter Documents or another in any indemnification agreements of each Group Company at PubCo’s election), to indemnify the D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective TimeClosing Date with any D&O Indemnified Party, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo and Parent shall, and shall use reasonable best efforts to cause the applicable Group Company Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such six-year period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) Prior to the Closing, SPAC the Company shall use reasonable best efforts to purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the a Group Company currently covered by a directors’ and officers’ liability insurance policy of SPAC one or the Company, as the case may be, more Group Companies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement and covering claims for the six-year period following the Closing. PubCo Parent shall, and shall use reasonable best efforts to cause the Surviving Company Corporation to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyGroup Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.13(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Charter Documents of any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 7.13 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.13 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.137.13. (ed) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo Parent shall, and shall use reasonable best efforts to cause the Group Companies to, make reasonable efforts to ensure that proper provisions for provision is made to have the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.137.13. (e) On or before the Closing, Parent shall obtain a directors’ and officers’ liability insurance policy on terms satisfactory to the Company, which policy shall provide coverage for the directors and officers of Parent as of immediately following the Closing (and the Company and Parent shall reasonably cooperate with respect thereto).

Directors and Officers Liability Insurance. (a) All rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers of SPAC (each, together with such person’s heirs, executors or administrators Parent and the Sponsor, a “D&O Indemnified Party”), as provided in SPAC’s Organizational Documents or under any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as of immediately prior to the date of this Agreement, shall survive the Closing and shall continue in full force and effect Company agree that for a period of six (6) years from the Closing Date. For a period of six (6) years from , Parent and the Closing DateCompany will, PubCo shall, or shall and will cause the Surviving Company (or another Group Company at PubCo’s election)Companies to, to indemnify maintain in effect the D&O Indemnified Party against exculpation, indemnification and advancement of expenses provisions in favor of any costs or expenses (including reasonable attorneys’ fees)individual who, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective TimeClosing, whether asserted was a director, officer, employee or claimed prior toagent of Parent, the Company or any other Group Company, as the case may be, or who, at the request of Parent, the Company or after any other Group Company, as the Effective Timecase may be, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (each, together with such Person’s heirs, executors or administrators, a “D&O Indemnified Party”), of Parent’s and the Group Companies’ respective Charter Documents as in effect immediately prior to the fullest extent that Closing Date or in any indemnification agreements of Parent or any Group Company, on the SPAC would have been permitted under Applicable Law. PubCo shallone hand, with any D&O Indemnified Party, on the other hand, as in effect immediately prior to the Closing Date, and shall Parent and the Company will, and will cause the applicable Group Company Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall will continue until the disposition of such Legal Proceeding or resolution of such claim. (b) Prior At or prior to the Closing, SPAC shall Parent will purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time Closing covering each such Person that is a director or officer of SPAC and the Parent or a Group Company currently covered by a directors’ and officers’ liability insurance policy of SPAC Parent or the Companyone or more Group Companies, as the case may berespectively, on terms with respect to coverage, deductibles and amounts no less favorable than those of such applicable policy in effect on the date of this Agreement hereof for the six-year six (6)-year period following the Closing; provided, however, that in no event will Parent be required to expend on the premium thereof in excess of 300 % of the aggregate annual premiums currently payable by Parent and the Group Companies with respect to such current policies (the “Premium Cap”); provided, further, if such minimum coverage under any such D&O Tail is or becomes not available at the Premium Cap, then any such D&O Tail will contain the maximum coverage available at the Premium Cap. PubCo shall, and shall cause the Surviving Company to, Parent will maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyGroup Companies, as applicable, and no other party shall will have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.13(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall will be in addition to, and not in limitation of, any other rights such person Person may have under SPAC’s the Parent Organizational DocumentsDocuments or the Charter Documents any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 shall 7.13 will not be terminated or modified after the Closing in such a manner as to materially and adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 shall 7.13 will survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.137.13. (ed) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall will not be the continuing or surviving entity of such consolidation or merger; , or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo shall use reasonable best efforts to make proper provisions for provision will be made so that the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.137.13.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC any Group Company (each, together with such personPerson’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational their respective Charter Documents or under in any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as respect to any Group Company set forth on Schedule 6.12(a) of immediately prior to the date of this Agreement, Company Disclosure Letter shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Dateeffect. For a period of six (6) years from the Closing Date, PubCo shall, or Parent shall use reasonable best efforts cause the Surviving Company (Entity and the Group Companies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of such Group Company’s Charter Documents as in effect immediately prior to the Closing Date or another in any indemnification agreements of each Group Company at PubCo’s election), to indemnify the with any D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective TimeClosing Date, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo and Parent shall, and shall use reasonable best efforts to cause the applicable Group Company Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Parent shall use reasonable best efforts to cause the Surviving Entity and the Group Companies to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.12 without limit as to time. (b) Prior Parent shall, or shall cause the Surviving Company, to maintain, or cause to be maintained, in effect for six (6) years following the Effective Time, without lapses in coverage, directors’ and officers’ liability insurance that provides coverage for the individual persons who are directors and officers of either the Parent or the Company as of the date of this Agreement. Such insurance shall provide coverage on terms (with respect to coverage and amount afforded to individual directors and officers) that are substantially the same as (and no less favorable in the aggregate to the ClosingPersons covered thereby) the coverage provided to individual directors and officers of such Person by such Person’s directors’ and officers’ liability insurance policies as of the date of this Agreement (the “D&O Coverage Obligation”). The D&O Coverage Obligation can be fulfilled in one of two ways at the election of Parent: (i) the annual renewal of a D&O insurance policy providing the aforementioned coverage (the “Annual Policy Option”), SPAC shall or (ii) through the purchase of a “tail” or “runoff” for the directors’ and officers’ liability insurance policy policies in effect for the directors and officers of such Person before the date of this Agreement (the “D&O TailTail Option”) in respect of acts or omissions occurring prior to ). Should Parent choose the Effective Time covering each such Person that is a director or officer of SPAC Annual Policy Option, and at any time between the Closing Date and the Company currently covered by a six-year anniversary of the Closing Date, Parent for any reason, does not renew the annually renewing directors’ and officers’ liability insurance policies, then Parent shall purchase a tail policy for this lapsing D&O insurance program, the duration of SPAC or the Company, as the case may be, on terms with respect to coverage, deductibles and amounts which shall be no less favorable than those the number of such policy in effect on years equal to the date of this Agreement for remaining time period between the six-year period following anniversary of the Closing. PubCo shall, Closing Date and shall cause the Surviving Company to, maintain number of years that had elapsed between the D&O Tail in full force Closing Date and effect for its full term the lapsing of the annually renewing directors’ and cause all obligations thereunder to be honored by the Surviving Companyofficers’ liability insurance policies, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b6.12(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person Person may have under SPAC’s Organizational Documentsthe Charter Documents of any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 6.12 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 6.12 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.136.12. (ed) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.136.12.

Directors and Officers Liability Insurance. (a) All rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers of SPAC (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational Documents or under any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as of immediately prior to the date of this Agreement, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, PubCo shall, or the Company shall cause the Surviving Company (or another Group Company at PubCothe Company’s election)) to maintain in effect the exculpation, to indemnify the D&O Indemnified Party against any costs or indemnification and advancement of expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred provisions of SPAC’s Organizational Documents as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective Timedate of this Agreement, whether asserted or claimed prior to, at or after and the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo Company shall, and shall cause the applicable Group Company to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) Prior to the Closing, SPAC shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company currently covered by a directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. PubCo If SPAC fails to obtain such D&O Tail prior to the Effective Time, the Company shall or shall cause the Surviving Company to obtain such a D&O Tail, provided that SPAC shall not, and the Company or the Surviving Company shall not be obligated to, pay a premium in excess of four hundred percent (400%) of the most recent annual premium paid by SPAC with respect to its directors’ and officers’ liability insurance policy prior to the date of this Agreement, but shall purchase the maximum coverage reasonably available for four hundred percent (400%) of the most recent annual premium paid by SPAC prior to the date of this Agreement. The Company shall, and shall cause the Surviving Company to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanySPAC, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b6.11(b). (c) On the Closing Date, PubCo the Company shall enter into customary indemnification agreements reasonably satisfactory to each of the other Parties Company and SPAC with the post-Closing directors of PubCothe Company and the Surviving Company, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documents, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC and the Company under this Section 8.13 6.11 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 6.11 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.136.11. (e) If after the Closing, the Surviving Company or any of its successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo the Company shall use reasonable best efforts to make proper provisions for the successors and assigns of such Group Company, as applicable, to assume the obligations set forth in this Section 8.136.11.

Directors and Officers Liability Insurance. (a) All rights to exculpationFrom and after the Effective Time, indemnification Parent agrees that it shall indemnify and advancement of expenses now existing in favor of the hold harmless each current or former directors director or officers officer, as the case may be, of SPAC the Company (and after the Reorganization, Newco) and the Company Subsidiaries (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational Documents or under any indemnification agreement such D&O Indemnified Parties may have with SPAC, ) (in each case, as in effect as of immediately prior solely to the date extent acting in their capacity as such and to the extent such activities are related to the business of the Group Companies being acquired under this Agreement, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, PubCo shall, or shall cause the Surviving Company (or another Group Company at PubCo’s election), to indemnify the D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC Company (and after the Reorganization, Newco), Parent or their respective Subsidiaries, as the case may be, would have been permitted under Applicable applicable Law and its respective Charter Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). PubCo shallWithout limiting the foregoing, Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of each D&O Indemnified Party, as provided in their respective Charter Documents or in any indemnification agreement with the Company (or after the Reorganization, Newco) or any of the Company Subsidiaries set forth on Schedule 7.15(a) of the Company Disclosure Letter shall survive the Closing and shall continue in full force and effect. For a period of six (6) years from the Closing Date, Parent shall cause the Company (and after the Reorganization, Newco) and the Company Subsidiaries to maintain in effect the exculpation, indemnification and advancement of expenses provisions of their respective Charter Documents as in effect immediately prior to the Closing Date or in any of their respective indemnification agreements with any D&O Indemnified Party as in effect immediately prior to the Closing Date, and Parent shall not, and shall cause the applicable Group Company (and after the Reorganization, Newco) and the Company Subsidiaries not to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) Prior to the Closing, SPAC the Company (or after the Reorganization, Newco) shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company or the Company Subsidiaries currently covered by a directors’ and officers’ liability insurance policy of SPAC Company or the Company, as the case may be, Company Subsidiaries on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the ClosingClosing at a price not to exceed three-hundred percent (300%) of the last annual premium paid by the Company and the Company Subsidiaries for such purpose. PubCo Parent shall, and shall cause the Surviving Company Entity to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyCompany (or after the Reorganization, Newco) or the Company Subsidiaries, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.15(b); provided, however, that in no event shall the premium of the D&O Tail exceed three-hundred percent (300%) of the last annual premium paid by the Company and the Company Subsidiaries for such purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, the Surviving Entity shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Charter Documents of the Company (or after the Reorganization, Newco) of the Company Subsidiaries, any other indemnification arrangement, any Applicable Law or otherwise. The obligations of PubCoParent, SPAC and the Company (and after the Reorganization, Newco) or the Company Subsidiaries under this Section 8.13 7.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.137.15. (ed) If Parent or, after the Closing, the Surviving Company (or after the Reorganization, Newco) or the Company Subsidiaries, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of such Group CompanyParent, the Company (or after the Reorganization, Newco) or the Company Subsidiaries, as applicable, to assume the obligations set forth in this Section 8.137.15.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC any Group Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational their respective Charter Documents or under in any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as any Group Company set forth on Schedule ‎7.11(a) of immediately prior to the date of this Agreement, Company Disclosure Letter shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, PubCo shall, or Parent shall cause the Surviving Company (Group Companies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of such Group Company’s Charter Documents as in effect immediately prior to the Closing Date or another in any indemnification agreements of each Group Company at PubCo’s election), to indemnify the with any D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective Time, whether asserted or claimed Closing Date and made available to Parent prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo date hereof, and Parent shall, and shall cause the applicable Group Company Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified PartyParty for a period of six years from the Closing Date; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Parent shall cause the Group Companies to honor, in accordance with their respective terms, each of the covenants contained in this Section ‎7.11. (b) Prior to the Closing, SPAC the Company shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the a Group Company currently covered by a directors’ and officers’ liability insurance policy of SPAC one or the Company, as the case may be, more Group Companies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. PubCo Parent shall, and shall cause the Surviving Company Corporation to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyGroup Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.11(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Charter Documents of any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 ‎Section 7.11 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 ‎Section 7.11 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.13‎Section 7.11. (ed) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.13‎Section 7.11.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers of SPAC the Company (each, together with such person’s heirs, executors or administrators and the Sponsor, a “D&O Indemnified Party”), as provided in SPAC’s Organizational its Charter Documents or under in any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect the Company binding as of immediately prior to the date of this Agreementhereof, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Dateeffect. For a period of six (6) years from the Closing Date, PubCo shall, or Parent shall cause the Surviving Company (Entity to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s Charter Documents as in effect immediately prior to the Closing Date or another Group Company at PubCo’s election), to indemnify the in any of their respective indemnification agreements with any D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective TimeClosing Date, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo shalland Parent shall not, and shall cause the applicable Group Company Surviving Entity not to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) Prior to the Closing, SPAC the Company shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company currently covered by a directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, Company on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the ClosingClosing at a price not to exceed three-hundred percent (300%) of the last annual premium paid by the Company for such purpose. PubCo Parent shall, and shall cause the Surviving Company Entity to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Company, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.15(b); provided, however, that in no event shall the premium of the D&O Tail exceed three-hundred percent (300%) of the last annual premium paid by the Company for such purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, the Surviving Entity shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Charter Documents of the Company, any other indemnification arrangement, any Applicable Law or otherwise. The obligations of PubCo, SPAC Parent and the Company under this Section 8.13 7.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.137.15. (ed) If Parent or, after the Closing, the Surviving Company or any of its successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of such Group Parent or the Company, as applicable, to assume the obligations set forth in this Section 8.137.15.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC Parent or any Group Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational their respective Governing Documents or under in any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as Parent set forth on Schedule 7.12(a) of immediately prior to the date Parent Disclosure Letter or any Group Company set forth on Schedule 7.12(a) of this Agreement, the Company Disclosure Letter shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Dateeffect. For a period of six (6) years from the Closing Date, PubCo shall, or shall cause Parent and the Surviving Company Entity shall (or another Group Company at PubCo’s election), to i) indemnify the and hold harmless each D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages damages, liabilities or liabilities awards paid in settlement incurred in connection with any actual or threatened Legal Proceeding, whether civil, criminal, administrative or investigative, Proceeding arising out of of, relating to or pertaining to in connection with matters existing or occurring at or prior to the Effective Time (including by reason of the fact that such Person is or was a director or officer of Parent, the Company or any of its subsidiaries or, while a director or officer of Parent, the Company or any of its Subsidiaries, was serving at the request of Parent, the Company or such Subsidiary as a director, officer, employee or agent of another Person (including serving at the request of Parent, the Company or any such Subsidiary with respect to any employee benefit plan), or for any acts or omissions occurring or alleged to occur prior to the Effective Time), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Parent or the SPAC Company would have been permitted under Applicable Law. PubCo Legal Requirements to indemnify such Person and Parent or the Surviving Entity shall advance expenses (including reasonable legal fees and expenses) incurred by such Person in the defense of any Legal Proceeding in advance of its prior disposition, including any expenses incurred in enforcing such Person’s rights under this Section 7.12, regardless of whether indemnification with respect to or advancement of such expenses is authorized under the certificate of formation or operating agreement of the Surviving Entity or the certificate of incorporation and bylaws, or equivalent organizational documents, of any Subsidiary and (ii) cause Parent and the Group Companies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Parent’s and such Group Company’s Governing Documents as in effect immediately prior to the Closing Date or in any indemnification agreements of Parent’s and each Group Company with any D&O Indemnified Party as in effect immediately prior to the Closing Date, and Parent shall, and shall cause the applicable Group Company Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Parent shall, and shall cause the Group Companies to, honor, in accordance with their respective terms, each of the covenants contained in this Section 7.12 without limit as to time. (b) Prior to the Closingdate hereof, SPAC shall purchase Parent has obtained a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company Parent currently covered by a Parent’s directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, policies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-six (6) year period following the Closing. PubCo Parent shall, and shall cause the Surviving Company Entity to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Company, Parent and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.12(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Governing Documents of Parent or any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 7.12 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.12 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified PartiesParties and their respective heirs and representatives, each of whom is an intended third-party beneficiary of this Section 8.137.12. (ed) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any PersonPerson or effects any division or similar transaction, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.137.12.

Directors and Officers Liability Insurance. (a) All rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC any Group Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational Documents or under any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as of immediately prior to the date of this Agreementtheir respective Governing Documents, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Datein accordance with their respective terms. For a period of six (6) years from the Closing Date, PubCo shallthe Company and Company GP shall maintain in effect the exculpation, or shall cause the Surviving Company (or another indemnification and advancement of expenses provisions of such Group Company at PubCoCompany’s election), to indemnify the D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred Governing Documents as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo shallClosing Date, and shall cause the applicable Group Company to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) For a period beginning at the Closing and ending no earlier than six (6) years after the Closing, Professionals GP and/or one or more members of the Group Companies shall purchase (with funds provided by the Company) and maintain for the benefit of the D&O Indemnified Parties insurance that provides coverage with respect to acts, omissions, circumstances or events occurring at or prior to the Closing (the “GPL Insurance”), with terms, conditions, retentions and limits of liability that are no less favorable than the then-existing general partner and professional services liability insurance of Professionals GP as of the date of this Agreement; provided that Professionals GP and/or one or more members of the Group Companies shall not be required to pay an annual premium for the GPL Insurance in excess of three hundred percent (300%) of the last aggregate annual premium paid for such insurance prior to the date of this Agreement (“Maximum Amount”); provided, further, that, if such insurance is not available or the premiums for such insurance exceed the Maximum Amount, Professionals GP and/or one or more members of the Group Companies shall obtain such insurance with the best coverage available for a cost not exceeding the Maximum Amount. In lieu thereof, at or prior to the Closing, the Company may purchase and maintain in effect for a period of six (6) years thereafter (or, with respect to any insurance outside the United States, for the three (3) year period following the Closing to the extent that six (6) year “tail” insurance is not readily available) prepaid non-cancellable general partner and professional services liability “tail” insurance covering the D&O Indemnified Parties with respect to acts, omissions circumstances or events occurring at or prior to the Closing with terms, conditions, retentions and limits of liability with respect to the D&O Indemnified Parties that are no less favorable than the then-existing general partner and professional services liability insurance of Professionals GP as of the date of this Agreement; provided that the Company shall not be required to spend in excess of the Maximum Amount to obtain such prepaid “tail” insurance; provided, further, that, if such insurance is not available or the premiums for such insurance exceed the Maximum Amount, the Company may obtain such “tail” insurance with the best coverage available for a cost not exceeding the Maximum Amount. The Company shall maintain such “tail” insurance in full force and effect for the full terms of the policies and cause all obligations thereunder to be honored by the Group Companies, as applicable. (c) Prior to the Closing, SPAC Parent shall arrange for the purchase and binding, in connection with the Closing, of a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts claims arising out of or omissions occurring relating to events which occurred at or prior to the Effective Time Closing Date covering each such Person that is a director or officer of SPAC and the Company currently covered by a directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, Parent on terms with respect to coverageat least the same coverage and amount and containing terms and conditions that are, deductibles and amounts in the aggregate, no less favorable advantageous than those of such policy in effect on the date of this Agreement for the six-six (6) year period following the Closing. PubCo shall, and Parent shall cause the Surviving Company to, maintain the D&O Tail such policy in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Company, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closinghonored. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Governing Documents of any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 6.11 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 6.11 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.136.11. (e) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.136.11.

Directors and Officers Liability Insurance. (a) All Iconic agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC the Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s its Organizational Documents or under any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as of immediately prior to the date of this Agreement, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, PubCo shall, or Iconic shall cause the Surviving Company (or another Group Company at PubCoto maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s election), to indemnify the D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred Organizational Documents as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective TimeClosing Date, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo and Iconic shall, and shall cause the applicable Group Company to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified PartyParty for a period of six years from the Closing Date; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Iconic shall cause the Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.06. (b) Prior to the Closing, SPAC the Company shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company currently covered by a directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. PubCo Iconic shall, and shall cause the Surviving Company to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Company, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.06(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s the Organizational DocumentsDocuments of the Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Iconic and the Company under this Section 8.13 7.06 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.06 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.137.06. (ed) If Iconic or, after the Closing, the Surviving Company Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of such Group Iconic or the Company, as applicable, to assume the obligations set forth in this Section 8.137.06.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC the Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s the Company Organizational Documents or under in any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as the Company set forth on Schedule 6.11(a) of immediately prior to the date of this Agreement, Company Disclosure Letter shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, PubCo shall, or Parent shall cause the Surviving Company (to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company Organizational Documents as in effect immediately prior to the Closing Date or another Group in any indemnification agreements of the Company at PubCo’s election), to indemnify the with any D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective Time, whether asserted or claimed Closing Date and made available to Parent prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo date hereof, and Parent shall, and shall cause the applicable Group Company to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified PartyParty for a period of six years from the Closing Date; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Parent shall cause the Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.11. (b) Prior to the Closing, SPAC the Company shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company currently covered by a directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, Company on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. PubCo Parent shall, and shall cause the Surviving Company Corporation to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Company, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b6.11(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s the Company Organizational Documents, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company under this Section 8.13 6.11 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 6.11 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.136.11. (ed) If Parent or, after the Closing, the Surviving Company Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of such Group Parent or the Company, as applicable, to assume the obligations set forth in this Section 8.136.11.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC any Group Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational their respective Charter Documents or under in any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as any Group Company set forth on Schedule 7.13(a) of immediately prior to the date of this Agreement, Company Disclosure Letter shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Dateeffect. For a period of six (6) years from the Closing Date, PubCo shall, or Parent shall cause the Surviving Company (Group Companies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of such Group Company’s Charter Documents as in effect immediately prior to the Closing Date or another in any indemnification agreements of each Group Company at PubCo’s election), to indemnify the with any D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective TimeClosing Date, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo and Parent shall, and shall cause the applicable Group Company Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Parent shall cause the Group Companies to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.13 without limit as to time. (b) Prior to the Closing, SPAC the Company shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the a Group Company currently covered by a PE Greenlight Holdings LLC’s directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. PubCo Parent shall, and shall cause the Surviving Company Entity to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyGroup Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.13(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Charter Documents of any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 7.13 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.13 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.137.13. (ed) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.137.13.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC Parent and any Group Company (each, together with such personPerson’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s their respective Charter Documents and Parent Organizational Documents or under in any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as any Parent or Group Company set forth on Section 7.10(a) of immediately prior to the date of this AgreementCompany Disclosure Letter, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, PubCo shall, or Parent shall cause the Surviving Company (Group Companies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Parent Organizational Documents or another any such Group Company’s Charter Documents as in effect immediately prior to the Closing Date or in any indemnification agreements of the Parent or each Group Company at PubCo’s election), to indemnify the with any D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective Time, whether asserted or claimed Closing Date and made available to Parent prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo date hereof, and Parent shall, and shall cause the applicable Group Company Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified PartyParty for a period of six years from the Closing Date; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Parent shall cause the Group Companies to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.10. (b) Prior to the Closing, SPAC Parent and the Company shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the First Effective Time covering each such Person that is a director or officer of SPAC Parent and the Company a Group Company, as applicable, currently covered by a directors’ and officers’ liability insurance policy of SPAC one or more of Parent and the Company, as the case may be, Group Companies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. PubCo Parent shall, and shall cause the Surviving Company Entity to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyGroup Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.10(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person Person may have under SPAC’s the Parent Organizational DocumentsDocuments or Charter Documents of any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 7.10 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.10 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.137.10. (ed) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.137.10.

Directors and Officers Liability Insurance. (a) All rights to exculpationParent shall indemnify and hold harmless each current and former director and officer, indemnification as the case may be, of Parent, MPMO, SNR and advancement of expenses now existing in favor of the current or former directors or officers of SPAC their respective Subsidiaries (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational Documents or under any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as of immediately prior to the date of this Agreement, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, PubCo shall, or shall cause the Surviving Company (or another Group Company at PubCo’s election), to indemnify the D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingaction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Initial Effective TimeTimes, whether asserted or claimed prior to, at or after the Initial Effective TimeTimes, to the fullest extent that the SPAC Companies or their Subsidiaries, as the case may be, would have been permitted under Applicable applicable Law and their organizational documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). PubCo Without limiting the foregoing, for a period of six (6) years from the Closing Date, Parent shall, and shall cause each of such Company and its Subsidiaries to, maintain in effect the applicable Group exculpation, indemnification and advancement of expenses provisions of Parent’s or each of such Company’s and its Subsidiaries’ Charter Documents as in effect immediately prior to the Closing Date or in any indemnification agreements of Parent or each such Company or its Subsidiaries with any D&O Indemnified Party as in effect immediately prior to the Closing Date, and Parent shall, and shall cause each of such Company and its Subsidiaries to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Parent shall, and shall cause each of such Company and its Subsidiaries to, honor, in accordance with their respective terms, each of the covenants contained in this Section 7.15 without limit as to time. (b) Prior to For a period of six years from the ClosingInitial Effective Times, SPAC Parent shall, or shall purchase a “tail” cause one or “runoff” more of its Subsidiaries to, maintain in effect directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company those Persons who are currently covered by a each of the Company’s or its respective Subsidiaries’ directors’ and officers’ liability insurance policy policies (true, correct and complete copies of SPAC which have been heretofore made available to Parent or the Company, as the case may be, its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Parent or its Subsidiaries be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by each Company and its Subsidiaries for such insurance policy for the year ended December 31, 2019; provided, however, that (i) Parent may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining six-year “tail” policies containing terms not materially less favorable than the terms of such current insurance coverage with respect to coverage, deductibles claims existing or occurring at or prior to the Initial Effective Times and amounts no less favorable than those of (ii) if any claim is asserted or made within such policy in effect on the date of this Agreement for the six-year period following the Closing. PubCo shallperiod, and shall cause the Surviving Company to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder any insurance required to be honored by the Surviving Company, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to maintained under this Section 8.13(b)7.15 shall be continued in respect of such claim until the final disposition thereof. (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Charter Documents of Parent or any such Company or its Subsidiaries, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the each of such Company and its Subsidiaries under this Section 8.13 7.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.137.15. (ed) If Parent or, after the Closing, the Surviving any such Company or its Subsidiaries, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Parent or such Group CompanyCompany or its Subsidiaries, as applicable, to assume the obligations set forth in this Section 8.137.15.

Directors and Officers Liability Insurance. (a) All rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers of SPAC GF (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPACGF’s Organizational Documents or under any indemnification agreement such D&O Indemnified Parties may have with SPACGF, in each case, as in effect as of immediately prior to the date of this Agreement, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, PubCo shall, or the Company shall cause the Surviving Company (or another Group Company at PubCothe Company’s election)) to maintain in effect the exculpation, to indemnify the D&O Indemnified Party against any costs or indemnification and advancement of expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred provisions of GF’s Organizational Documents as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective Timedate of this Agreement, whether asserted or claimed prior to, at or after and the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo Company shall, and shall cause the applicable Group Company to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) Prior to the Closing, SPAC GF shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company GF currently covered by a directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, GF on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year six (6)-year period following the Closing. PubCo If GF fails to obtain such D&O Tail prior to the Effective Time, the Company shall or shall cause the Surviving Company to obtain such a D&O Tail, provided that GF shall not, and the Company or the Surviving Company shall not be obligated to, pay a premium in excess of three hundred percent (300%) of the most recent annual premium paid by GF with respect to its directors’ and officers’ liability insurance policy prior to the date of this Agreement, but shall purchase the maximum coverage reasonably available for three hundred percent (300%) of the most recent annual premium paid by GF prior to the date of this Agreement. The Company shall, and shall cause the Surviving Company to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyGF, and no other party Party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b6.11(b). (c) On the Closing Date, PubCo the Company shall enter into customary indemnification agreements reasonably satisfactory to each of the other Parties Company and GF with the post-Closing directors of PubCothe Company and the Surviving Company, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPACGF’s Organizational Documents, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC GF and the Company under this Section 8.13 6.11 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 6.11 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.136.11. (e) If after the Closing, the Surviving Company or any of its successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo the Company shall use reasonable best efforts to make proper provisions for the successors and assigns of such Group Company, as applicable, to assume the obligations set forth in this Section 8.136.11.

Directors and Officers Liability Insurance. (a) All rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers of SPAC (each, together with such person’s heirs, executors or administrators Acquiror and the Sponsor, a “D&O Indemnified Party”), as provided in SPAC’s Organizational Documents or under any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as of immediately prior to the date of this Agreement, shall survive the Closing and shall continue in full force and effect Company agree that for a period of six (6) years from the Closing Date. For a period of six (6) years from , Acquiror and the Closing Date, PubCo shall, or shall cause the Surviving Company (or another Group Company at PubCo’s election), to indemnify the D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo shall, and shall cause the applicable Group Companies to, maintain in effect the exculpation, indemnification and advancement of expenses provisions in favor of any individual who, at or prior to the Closing, was a director, officer, employee or agent of Acquiror, the Company or any other Group Company, as the case may be, or who, at the request of Acquiror, the Company or any other Group Company, as the case may be, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, (each, together with such Person’s heirs, executors or administrators, a “D&O Indemnified Party”)), of Acquiror’s and the Group Companies’ respective Charter Documents as in effect immediately prior to the Closing Date or in any indemnification agreements of Acquiror or any Group Company, on the one hand, with any D&O Indemnified Party, on the other hand, as in effect immediately prior to the Closing Date, and Acquiror and the Company shall, and shall cause the Group Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Acquiror shall cause the Group Companies to honor, in accordance with their respective terms, each of the covenants contained in this Section 9.13 without limit as to time. (b) Prior At or prior to the Closing, SPAC Acquiror shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time Closing covering each such Person that is a director or officer of SPAC and the Acquiror or a Group Company currently covered by a directors’ and officers’ liability insurance policy of SPAC Acquiror or the Companyone or more Group Companies, as the case may berespectively, on terms with respect to coverage, deductibles and amounts no less favorable than those of such applicable policy in effect on the date of this Agreement for the six-year period following the Closing; provided that in no event shall Acquiror be required to expend on the premium thereof in excess of three hundred percent (300%) of the aggregate annual premiums currently payable by Acquiror or the Group Companies with respect to such current policies (the “Premium Cap”); provided, further, that if such minimum coverage under any such D&O Tail is or becomes not available at the Premium Cap, then any such D&O Tail shall contain the maximum coverage available at the Premium Cap. PubCo shall, and Acquiror shall cause the Surviving Company to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyGroup Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b9.13(b). No claims made under or in respect of the D&O Tail related to any fiduciary or employee of any Group Company shall be settled without the prior written consent of Acquiror. (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person Person may have under SPAC’s Organizational Documentsthe Charter Documents of Acquiror or any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Acquiror and the Company Group Companies under this Section 8.13 9.13 shall not be terminated or modified after the Closing in such a manner as to materially and adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 9.13 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.139.13. (ed) If Acquiror or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Acquiror or such Group Company, as applicable, to assume the obligations set forth in this Section 8.139.13.

Directors and Officers Liability Insurance. (a) All rights From and after the Effective Time, Parent shall or shall cause the Surviving Corporation to exculpationfulfill and honor in all respects the obligations of Parent, the Company and its Subsidiaries, pursuant to (i) each indemnification agreement in effect between Parent, the Company or any of their respective Subsidiaries and advancement of expenses now existing in favor any individual who at the Effective Time is, or at any time prior to the Effective Time was, a member of the current or former board of directors or officers managers or officer or special advisor of SPAC Parent, the Company or any of their respective Subsidiaries (each, together with such person’s heirs, executors or administrators and the Sponsor, a an “D&O Indemnified Party”), as provided in SPAC’s Organizational Documents or under ; and (ii) any indemnification agreement such D&O Indemnified Parties may have with SPAC, provision and any exculpation provision set forth in each case, the Charter Documents of Parent or the Company as in effect as of immediately prior to on the date of this Agreement, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, PubCo shall, or shall cause the Surviving Company (or another Group Company at PubCo’s election), to indemnify the D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Timeeach case, to the fullest extent that the SPAC would have been permitted under Applicable LawLegal Requirements. PubCo shallFrom the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, the Parent Charter Documents shall contain, and Parent shall cause the applicable Group Company toCharter Documents of the Surviving Corporation to so contain, not amendprovisions no less favorable with respect to indemnification, repeal or otherwise modify any provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses and exculpation of each Indemnified Party than are set forth in respect the Charter Documents of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition Company as in effect on the date of such Legal Proceeding or resolution of such claimthis Agreement. (b) Prior to the Closing, SPAC the Company shall use its reasonable best efforts to purchase a “tail” or “runoff” directorsofficers’ and officersdirectors’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company currently covered by a directorsthe Company’s officers’ and officersdirectors’ liability insurance policy of SPAC or the Company, as the case may be, on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year six (6)-year period following the ClosingClosing and at a price not to exceed 300% of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement. PubCo If the Company or Parent obtains prepaid “tail” or “runoff” policies prior to the Effective Time in accordance with this Section 6.12(b), the Surviving Corporation shall, and Parent shall cause the Surviving Company Corporation to, maintain the D&O Tail such policies in full force and effect for its their full term term, and continue to honor the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to Closing, then either (i) Parent may purchase such “tail” or “runoff” policy on behalf of the Surviving Corporation or (ii) the Surviving Corporation shall, and Parent shall cause all obligations thereunder the Surviving Corporation to, maintain an officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to be honored the Effective Time covering each such Person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of this Agreement for a period of six (6) years after the Effective Time; provided, further, that, in satisfying its obligation under this Section 6.12(b), neither Parent nor the Surviving Company, Corporation shall be obligated to pay annual premiums in excess of 300% of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement and no other party shall have any further obligation to purchase or pay if such premiums for such insurance pursuant would at any time exceed 300% of the of the amount per annum the Company paid in its last full fiscal year prior to the date of this Section 8.13(b)Agreement, then Parent or the Surviving Corporation shall cause to be maintained policies of insurance that, in Parent or the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement. (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory Prior to the other Parties with Closing, Parent may purchase an officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to the post-Closing directors Effective Time covering each such Person that shall have served as an officer or director of PubCo, which indemnification agreements shall continue Parent or its subsidiaries prior to be effective following the ClosingEffective Time. (d) The rights Except as otherwise required by any Applicable Legal Requirement, from and after the Effective Time, the Company shall, and Parent shall cause the Surviving Corporation to, indemnify and hold harmless, and provide advancement of expenses to, each D&O Indemnified Party hereunder shall be in addition respect of acts or omissions in their capacity as a director or officer of the Company or its Subsidiaries or as an officer, director, employee, fiduciary or agent of another enterprise if the Indemnified Party was serving in such capacity at the request of the Company or any of its Subsidiaries, in any case occurring at or prior to the Effective Time, to the fullest extent permitted by Applicable Legal Requirement or provided under the Charter Documents of the Surviving Corporation, any indemnification agreements and any other governing documents of the Company and its Subsidiaries in effect on the date hereof. In the event of any threatened or pending litigation to which an Indemnified Party is, has been or becomes a party or with respect to which an Indemnified Party is, has been or becomes otherwise involved (including as a witness), arising in whole or in part out of, or pertaining in whole or in part to, and not in limitation ofthe fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as an officer, director, employee, fiduciary or agent of another enterprise (including any other rights such person may litigation arising out of or pertaining to matters occurring or existing or alleged to have under SPAC’s Organizational Documentsoccurred or existed, any other indemnification arrangementor acts or omissions occurring or alleged to have occurred, any Applicable Law at or otherwise. The obligations prior to the Effective Time, or arising out of PubCo, SPAC or pertaining to this Agreement and the Transactions), to the fullest extent permitted by Applicable Legal Requirements, the Company shall, and Parent shall cause the Surviving Corporation to, advance fees, costs and expenses (including attorney’s fees and disbursements) incurred by each Indemnified Party in connection with and prior to the final disposition of such litigations, such fees, costs and expenses (including attorney’s fees and disbursements) to be advanced within thirty (30) days of receipt by Parent from the Indemnified Party of a request therefor, provided that such Indemnified Party provides a written affirmation of such Indemnified Party’s good faith belief that he or she has met all applicable standards of conduct applicable to indemnification and an undertaking to repay such advance if it is ultimately determined by a final non-appealable order of a court of competent jurisdiction that such Indemnified Party is not entitled to indemnification under this Section 8.13 shall not be terminated 6.12(d) or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.13otherwise. (e) If Parent or, after the Closing, the Surviving Company Corporation, or any of its their respective successors or assigns: assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; , or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of such Group Parent or the Company, as applicable, to assume the obligations set forth in this Section 8.136.12(e). (f) Notwithstanding anything herein to the contrary, if an Indemnified Party is or has been a party to or is or has been otherwise involved (including as a witness) in any litigation (whether arising before, at or after the Effective Time) on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.12 shall continue in effect until the final disposition of such litigation. (g) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such individual may have under the organizational documents of the Company, by contract, or otherwise.

Directors and Officers Liability Insurance. (a) All rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers of SPAC (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational Documents or under any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as of immediately prior to the date of this Agreement, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, PubCo shall, or the Company shall cause the Surviving Company (or another Group Company at PubCothe Company’s election)) to maintain in effect the exculpation, to indemnify the D&O Indemnified Party against any costs or indemnification and advancement of expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred provisions of SPAC’s Organizational Documents as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective Timedate of this Agreement, whether asserted or claimed prior to, at or after and the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo Company shall, and shall cause the applicable Group Company to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) Prior to the Closing, SPAC shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the Company currently covered by a directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. PubCo If SPAC fails to obtain such D&O Tail prior to the Effective Time, the Company shall or shall cause the Surviving Company to obtain such a D&O Tail. The Company shall, and shall cause the Surviving Company to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Company, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b6.11(b). (c) On the Closing Date, PubCo the Company shall enter into customary indemnification agreements reasonably satisfactory to each of the other Parties Company and SPAC with the post-Closing directors of PubCothe Company and the Surviving Company, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documents, any other indemnification arrangement, any Applicable Law or otherwise. The obligations of PubCo, SPAC and the Company under this Section 8.13 6.11 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 6.11 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.136.11. (e) If after the Closing, the Surviving Company or any of its successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo the Company shall use reasonable best efforts to make proper provisions for the successors and assigns of such Group Company, as applicable, to assume the obligations set forth in this Section 8.136.11.

Directors and Officers Liability Insurance. (a) All Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC any Group Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational their respective Charter Documents or under in any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as respect to any Group Company set forth on Schedule 7.12(a) of immediately prior to the date of this Agreement, Company Disclosure Letter shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Dateeffect. For a period of six (6) years from the Closing Date, PubCo shall, or Parent shall use reasonable best efforts cause the Surviving Company (Group Companies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of such Group Company’s Charter Documents as in effect immediately prior to the Closing Date or another in any indemnification agreements of each Group Company at PubCo’s election), to indemnify the with any D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective TimeClosing Date, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo and Parent shall, and shall use reasonable best efforts to cause the applicable Group Company Companies to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, Parent shall use reasonable best efforts to cause the Group Companies to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.12 without limit as to time. (b) Prior to the Closing, SPAC the Company shall use reasonable best efforts to purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of SPAC and the a Group Company currently covered by a directors’ and officers’ liability insurance policy of SPAC one or the Company, as the case may be, more Group Companies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. PubCo Parent shall, and shall use reasonable best efforts to cause the Surviving Company Corporation to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving CompanyGroup Companies, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b7.12(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closing. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Charter Documents of any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 7.12 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 7.12 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.137.12. (ed) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.137.12. (e) On or before the Closing, Parent shall obtain a directors’ and officers’ liability insurance policy on terms satisfactory to the Company, which policy shall provide coverage for the directors and officers of Parent as of immediately following the Closing (and the Company and Parent shall reasonably cooperate with respect thereto).

Directors and Officers Liability Insurance. (a) All rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers officers, as the case may be, of SPAC any Group Company (each, together with such person’s heirs, executors or administrators and the Sponsoradministrators, a “D&O Indemnified Party”), as provided in SPAC’s Organizational Documents or under any indemnification agreement such D&O Indemnified Parties may have with SPAC, in each case, as in effect as of immediately prior to the date of this Agreementtheir respective Governing Documents, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Datein accordance with their respective terms. For a period of six (6) years from the Closing Date, PubCo shallthe Company shall maintain in effect the exculpation, or shall cause the Surviving Company (or another indemnification and advancement of expenses provisions of such Group Company at PubCoCompany’s election), to indemnify the D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred Governing Documents as in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the SPAC would have been permitted under Applicable Law. PubCo shallClosing Date, and shall cause the applicable Group Company to, not amend, repeal or otherwise modify any such provisions of their Organizational Documents in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) For a period beginning at the Closing and ending no earlier than six (6) years after the Closing, the Company shall purchase and maintain for the benefit of the D&O Indemnified Parties insurance that provides coverage with respect to acts, omissions, circumstances or events occurring at or prior to the Closing (the “D&O Insurance”), with terms, conditions, retentions and limits of liability that are no less favorable than the then-existing officers’ and directors’ liability insurance of the Company as of the date of this Agreement; provided, that the Company and/or one or more members of the Group Companies shall not be required to pay an annual premium for the D&O Insurance in excess of three hundred percent (300%) of the last aggregate annual premium paid for such insurance prior to the date of this Agreement (the “Maximum Amount”); provided, further, that if such insurance is not available or the premiums for such insurance exceed the Maximum Amount, the Company and/or one or more members of the Group Companies shall obtain such insurance with the best coverage available for a cost not exceeding the Maximum Amount. In lieu thereof, at or prior to the Closing, the Company may purchase and maintain in effect for a period of six (6) years thereafter (or, with respect to any insurance outside the United States, for the three (3) year period following the Closing to the extent that six (6) year “tail” insurance is not readily available) prepaid non-cancellable officers’ and directors’ liability “tail” insurance covering the D&O Indemnified Parties with respect to acts, omissions, circumstances or events occurring at or prior to the Closing with terms, conditions, retentions and limits of liability with respect to the D&O Indemnified Parties that are no less favorable than the then-existing officers’ and directors’ liability insurance of the Company as of the date of this Agreement; provided, that the Company shall not be required to spend in excess of the Maximum Amount to obtain such prepaid “tail” insurance; provided, further, that if such insurance is not available or the premiums for such insurance exceed the Maximum Amount, the Company may obtain such “tail” insurance with the best coverage available for a cost not exceeding the Maximum Amount. The Company shall maintain such “tail” insurance in full force and effect for the full terms of the policies and cause all obligations thereunder to be honored by the Group Companies, as applicable. (c) Prior to the Closing, SPAC Parent shall arrange for the purchase and binding, in connection with the Closing, of a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts claims arising out of or omissions occurring relating to events which occurred at or prior to the Effective Time Closing Date covering each such Person that is a director or officer of SPAC and the Company currently covered by a directors’ and officers’ liability insurance policy of SPAC or the Company, as the case may be, Parent on terms with respect to coverageat least the same coverage and amount and containing terms and conditions that are, deductibles and amounts in the aggregate, no less favorable advantageous than those of such policy in effect on the date of this Agreement for the six-six (6) year period following the Closing. PubCo shall, and Parent shall cause the Surviving Company to, maintain the D&O Tail such policy in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Company, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.13(b). (c) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to the other Parties with the post-Closing directors of PubCo, which indemnification agreements shall continue to be effective following the Closinghonored. (d) The rights of each D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under SPAC’s Organizational Documentsthe Governing Documents of any Group Company, any other indemnification arrangement, any Applicable Law Legal Requirement or otherwise. The obligations of PubCo, SPAC Parent and the Company Group Companies under this Section 8.13 6.11 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.13 6.11 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.136.11. (e) If Parent or, after the Closing, the Surviving Company any Group Company, or any of its their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, PubCo proper provision shall use reasonable best efforts to make proper provisions for be made so that the successors and assigns of Parent or such Group Company, as applicable, to assume the obligations set forth in this Section 8.136.11.