Common use of D&O Indemnification and Insurance Clause in Contracts

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For a period of six (6) years from the Share Exchange Closing, the PubCo shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, shall succeed to the obligations set forth in this Section 10.13. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. For a period of six (a6) From --------------------------------- years following the Acquisition Merger Effective Time Ambanc and after Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors and officers of Company or Savings or any other Company Subsidiaries on or before the Share Exchange ClosingAcquisition Merger Effective Time with respect to liabilities and claims (and related expenses, each including fees and disbursements of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of the (xcounsel) Company and each of its Subsidiaries (in each case, solely to the extent acting in made against them resulting from their capacity service as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, Acquisition Merger Effective Time in accordance with and subject to the fullest extent that requirements and other provisions of the Company, Acquiror Certificate of Incorporation or their respective Subsidiaries, Charter and Bylaws of Company and Savings as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including and applicable provisions of law. Ambanc shall cause the advancing persons serving as officers and directors of expenses as incurred the Company immediately prior to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries Acquisition Merger Effective Time to (i) maintain be covered for a period of not less than six (6) years 18 months from the Share Exchange Closing provisions Acquisition Merger Effective Time by the directors' and officers' liability insurance policy maintained by the Company (provided that Ambanc may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not materially less advantageous than such policy) with respect to acts or omissions occurring prior to the Acquisition Merger Effective Time which were committed by such officers and directors in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’scapacity as such; provided, Acquiror’s and their Subsidiaries’ former and current officershowever, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For a period of six (6) years from the Share Exchange Closing, the PubCo shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo Ambanc be required to pay expend more than 150% of the amount currently expended by the Company on an annual premium basis to maintain or procure insurance coverage for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this 18 month period pursuant hereto. This Section 10.13 4.13 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement construed as an agreement as to the contrary, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, shall succeed to the obligations set forth in this Section 10.13. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with which the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue Company and Savings referred to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) herein are intended to be for the benefit of, third party beneficiaries and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her by such persons and their heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of the Company and Surviving Corporation Purchaser agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”their business) and (y) Acquiror Purchaser and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with Persons in the Company Indemnified Partiesforegoing (x) and (y) are collectively referred to as, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingEffective Time, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that the Company, Acquiror Purchaser or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company Purchaser shall, and shall cause their its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing Effective Time provisions in their respective Governing its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, AcquirorPurchaser’s and their its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. Purchaser shall assume, and be liable for, each of the covenants in this Section 8.5. (b) For a period of six (6) years from the Share Exchange ClosingEffective Time, the PubCo Purchaser shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by AcquirorPurchaser’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicableits agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror Purchaser or the Company, as applicable, for such insurance policy for the year ended December 31, 20212020; provided, however, that (i) the PubCo Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing Effective Time and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 8.5 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 8.5 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company Purchaser and all of their respective successors and assigns; and (ii) in assigns of Purchaser. In the event that the PubCo, the Surviving Corporation or the Company Purchaser or any of their its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company Purchaser shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, Purchaser shall succeed to the obligations set forth in this Section 10.138.5. (d) On the Share Exchange Closing Date, PubCo Purchaser shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror Purchaser with the post-Closing directors and officers of PubCo after the consummation of the business combination contemplated herebyPurchaser, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. Parent shall cause the Surviving Company, and the Surviving Company hereby agrees, to do the following: (a) From and after the Share Exchange Closing, each of the The Surviving Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each the present and former director officers and officer directors of the Company (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the an “Company Indemnified PartiesPerson”) and (y) Acquiror and each in respect of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, Effective Time to the fullest extent that the permitted by Delaware Law or any other applicable laws or provided under Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective ’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents incorporation and bylaws in effect on the date of this Agreement hereof (the “Indemnification Provisions”); provided that such indemnification shall be subject to indemnify such D&O Indemnified Parties (including any limitation imposed from time to time under the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsIndemnification Provisions. (b) For a period of six (6) years from after the Share Exchange ClosingEffective Time, the PubCo Surviving Company shall maintain in effect directorsprovide officers’ and officersdirectors’ liability insurance covering those Persons who are currently covered by Acquiror’s, the (with carriers at least substantially comparable to in claims paying rating to Company’s existing carriers) in respect of acts or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or omissions occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year periodEffective Time covering each Indemnified Person on terms substantially similar to those of Company’s policy in effect on the date hereof; provided that, any insurance required to be maintained in satisfying its obligation under this Section 10.13 5.8(b), the Surviving Company shall not be continued obligated to pay an aggregate premium in respect excess of such claim until the final disposition thereof$1.2 million. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCoIf Parent, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of to the PubCoextent necessary, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, Parent or the Surviving Corporation and the Company, as applicablethe case may be, shall succeed to assume the obligations set forth in this Section 10.135.8. (d) On The rights of each Indemnified Person under this Section 5.8 shall be in addition to any rights such Person may have under the Share Exchange Closing Datecertificate of incorporation or bylaws of Company or any of its subsidiaries, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each or under Delaware Law or any other applicable laws or under any agreement of any Indemnified Person with the Company and Acquiror with the directors and officers or any of PubCo after the its subsidiaries. These rights shall survive consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) Merger and are intended to be for the benefit ofbenefit, and shall be enforceable by, each Person who is nowIndemnified Person. (e) The Limited Liability Company Agreement of the Surviving Company shall contain provisions no less favorable with respect to indemnification than are set forth in Company’s Certificate of Incorporation and its Bylaws, or who has been at any time prior to as the same may exist on the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, Agreement. (iif) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) This Section 5.8 shall survive the consummation of the business combination Merger, is intended to benefit the Surviving Company and each Indemnified Party, shall be binding on all successors and assigns of the Surviving Company and Parent, and shall not be terminated enforceable by the Indemnified Parties. Parent hereby guarantees to each person to whom the Surviving Company has obligations under this Section 5.8 that the Surviving Company will fulfill those obligations and agrees that each of the persons is an intended beneficiary of that guarantee and has the right to enforce it against Parent, with regard to himself or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Partyherself.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingClosing Date until six (6) years from the Closing Date, Buyers shall, and shall cause each of the Company Transferred Entities to, indemnify, defend and Surviving Corporation agrees that it shall, hold harmless to the fullest extent permitted under Law and the applicable Organizational Documents of such Transferred Entity (subject to applicable Law), indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely as in effect immediately prior to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified PartiesClosing, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at individuals who on or prior to the Share Exchange ClosingClosing Date were directors, whether asserted officers or claimed managers of any Transferred Entity with respect to all acts or omissions by them in their capacities as such or taken at the request of any Transferred Entity at any time on or prior toto the Closing Date. In addition, at or from and after the Share Exchange ClosingClosing Date until six (6) years from the Closing Date, Buyers shall or shall cause the Transferred Entities to the fullest extent that the Companyreimburse any expenses of any directors, Acquiror officers or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement managers entitled to indemnify such D&O Indemnified Parties (including the advancing of expenses indemnification hereunder as incurred to the fullest extent permitted under Law and applicable Organizational Documents of such Transferred Entity (subject to applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of in effect immediately prior to the date of this AgreementClosing, and (ii) not amend, repeal or otherwise modify provided that the person to whom expenses are advanced provides an undertaking to repay such provisions in any respect that would adversely affect advances to the rights of those Persons thereunder, in each case, except as extent required by applicable Lawssuch Organizational Documents. (b) For The provisions relating to indemnification, exculpation, reimbursement and advancement of expenses as set forth in the Organizational Documents of the Transferred Entities shall not be amended, repealed or otherwise modified for a period of six (6) years from the Share Exchange ClosingClosing Date in any manner that would adversely affect the rights thereunder of individuals who at or at any time prior to the Closing Date were directors, officers, managers, agents or employees of any Transferred Entity or otherwise entitled to indemnification pursuant to any Transferred Entity’s Organizational Documents. (c) Buyers shall, or shall cause the PubCo Companies to, obtain with effect from the Closing Date and shall, or shall cause the Companies to, maintain in effect for six (6) years after the Closing Date a “run-off” or “tail” directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, policy to the Company’s or current policy in respect of the Companies and their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available Subsidiaries with respect to matters occurring prior to the Company, Acquiror or their respective Representatives, Closing and having coverage limits in the same aggregate amount as applicable) on provided in the current policy for such six (6)-year period and terms not less favorable than and conditions substantially similar to the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) and conditions of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance current policy for the year ended December 31, 2021Transferred Entities; provided, however, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns consolidates with or merges into any other Person and Buyers shall not be obligated to pay more than 150%, in the continuing or surviving corporation or entity aggregate, of the annual premium costs of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each policies of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns Transferred Entities in effect as of the PubCo, the Surviving Corporation and the Company, as applicable, shall succeed to the obligations set forth in this Section 10.13date hereof. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) 4.6 are intended to be for the benefit of, and shall be enforceable by, each Person who is nowdirector, or who has been at any time prior officer and manager entitled to the date of indemnification under this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified PartySection, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation representatives and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person person may have, whether pursuant to Law, Contract, Governing Documents, have by contract or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Merger Closing, each all rights to exculpation, indemnification and advancement of expenses existing as of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless date of this Agreement in favor of each present and former director and officer of the SPAC (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiessuch Person’s heirs, executors or administrators, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection under the SPAC’s Memorandum and Articles of Association publicly filed with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or the SEC prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, as in effect as of immediately prior to the date of this Agreement, shall survive the Merger Closing and (ii) not amend, repeal or otherwise modify such provisions shall continue in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For full force and effect for a period of six (6) years from form the Share Exchange Merger Closing Date. (i) At or prior to the Closing, the PubCo SPAC shall maintain in effect its current directors’ and officers’ officer’s liability insurance covering those Persons who are currently covered by Acquiror’s, (the Company’s or their respective Subsidiaries’ directors’ “SPAC Current D&O Insurance”) and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an off annual premium for such insurance insurance, and (ii) upon the Merger Closing, PubCo shall extend and maintain in excess of three hundred percent (300%) effect the coverage of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance SPAC Current D&O Insurance by obtaining a six (6) year “tail” policy containing terms with respect to coverage, deductibles and amounts not materially less more favorable than the terms of such current insurance coverage the SPAC Current D&O Insurance with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within Merger Closing, provided that PubCo shall pay the total premium for such six (6) year period“tail” policy, any insurance required to be maintained under this Section 10.13 which in no event shall be continued exceed US$435,000 in respect of such claim until the final disposition thereofaggregate. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, shall succeed to the obligations set forth in this Section 10.13. (d) On the Share Exchange Merger Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company PubCo and Acquiror SPAC with the directors and officers of PubCo after the consummation of the business combination contemplated herebyPubCo, which indemnification agreements shall continue to be effective following the Share Exchange Merger Closing. (ed) The provisions of this Section 10.1310.12: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Merger Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation Company and the Company and their respective successors and assigns, and (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Lawthe Cayman Companies Act or the Governing Documents of PubCo, ContractSPAC or their respective Subsidiaries, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Partyapplicable.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of PubCo and the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company GCL Companies, SPAC and each of its Subsidiaries any Acquisition Entity (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) GCL Companies, SPAC or such Acquisition Entity, respectively (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”)) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the CompanyGCL Companies, Acquiror SPAC or their respective Subsidiariessuch Acquisition Entity, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Governing 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 LawLaw which shall be conditioned on an undertaking to repay any such expenses if it is ultimately determined that such D&O Indemnified Party was not entitled thereto). Without limiting the foregoing, PubCo and the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to the other GCL Companies to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanyGCL Companies’ and each Acquisition Entity’s or SPAC’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents of the Companyapplicable GCL Companies, Acquiror such Acquisition Entity or their respective SubsidiariesSPAC, as applicablerespectively, in each case, as of the date of this AgreementAgreement; provided that all Governing Documents entered into or adopted as of the Initial Merger Effective Time or otherwise in connection with the Transactions and a copy of which has been provided to SPAC shall be deemed to satisfy such requirements, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange Closing, each of PubCo, the PubCo Surviving Corporation and SPAC shall (and the Surviving Corporation shall cause the other GCL Companies to) maintain in effect one or more directors’ and officers’ liability insurance policies covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective SubsidiariesGCL Companies’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to SPAC and Company prior to the Company, Acquiror date of this Agreement or their respective its Representatives, as applicablerespectively), any Acquisition Entity’s or SPAC’s, respectively, directors’ and officers’ liability insurance policies (including, in any event, the D&O Indemnified Parties) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall PubCo, the PubCo GCL Companies, any Acquisition Entity or SPAC be required to pay an annual premium for such insurance in excess of three hundred percent (300%) 200% of the aggregate annual premium payable by Acquiror the GCL Companies, such Acquisition Entity or the CompanySPAC, as applicablerespectively, for such insurance policy for the year ended December March 31, 2021; 2022; provided, however, that (i) notwithstanding anything to the PubCo contrary contained in this Agreement, each of PubCo, the Surviving Corporation and SPAC may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and if and to the extent such policies have been obtained prior to the Closing with respect to any such Persons, the GCL Companies, PubCo and SPAC, respectively, shall maintain such policies in effect and continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six (6) six-year period, any insurance required to be maintained under this Section 10.13 6.3 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 6.3 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and Corporation, the Company other GCL Companies, SPAC and all of their respective successors and assigns (and their respective successive successors and assigns; and (ii) in ). In the event that the PubCo, the Surviving Corporation or Corporation, any of the Company other GCL Companies, SPAC or any of their respective successors or assigns (or their respective successive successors and assigns) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, Surviving Corporation or SPAC, respectively, shall ensure (and PubCo, the Surviving Corporation and the Company SPAC shall ensure cause its Subsidiaries to ensure) that proper provision shall be made so that the successors and assigns (and their respective successive successors and assigns) of the PubCo, the Surviving Corporation and Corporation, any of the Companyother GCL Companies or SPAC, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.136.3. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: 6.3(a) through (c): (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company Corporation, SPAC and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, otherwise and (iv) shall survive the consummation of the business combination Closing and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and For a period of six (6) years after the Share Exchange Closing, each of the Company and Surviving Corporation Spinco agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former Person who is, or at any time prior to the Closing has been, a director and or officer of the (x) Company Utah or any of its Subsidiaries and each Person who served as a director, officer or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request of Utah or any of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiescollectively, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, lossesLosses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror Utah or their respective any of its Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents its Organizational Documents in effect on the date of this Agreement hereof to indemnify such D&O Indemnified Parties Person (including the advancing of expenses as incurred in accordance with and to the fullest extent permitted under applicable Lawsuch Organizational Documents; provided that such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled). Without limiting the foregoing, the Surviving Corporation Spinco, Utah and the Company shallUtah Newco Sub agree that, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For a period of six (6) years from after the Share Exchange Closing, neither Utah nor any of its successors (including Utah Newco Sub, as the PubCo acquiring and surviving corporation in the Utah Merger) shall, and Spinco shall maintain cause Utah and its successors not to, amend, repeal or modify any provision in effect its Organizational Documents in a manner that would adversely affect the rights or exculpation or indemnification of present or former directors or officers of Utah and its Subsidiaries, except as required by Law. (b) At or prior to the Closing, any of the Utah Parties or Spinco may (i) purchase a “tail” directors’ and officers’ liability insurance policy covering those Persons the Indemnified Parties who are currently are, or at any time prior to the Closing were, covered by Acquiror’s, the CompanyUtah’s or their respective Subsidiaries’ existing directors’ and officers’ liability insurance policies, for a period of at least six (6) years after the Closing and on terms and conditions no less advantageous to the Indemnified Parties (including as to coverage and amounts) than such existing insurance, with a substantially comparable insurer to the existing insurer; provided that, if purchased by Utah, the premium thereof shall not exceed 300% of the last annual premium paid by Utah prior to the date hereof (the “Premium Cap”), or (ii) if such a policy is not purchased by either Spinco or any of the Utah Parties, then for a period of six (6) years after the Closing, Spinco shall cause to be maintained the current officers’ and directors’ liability insurance covering the Indemnified Parties who are, or at any time prior to the Closing were, covered by Utah’s existing officers’ and directors’ liability insurance policies (true, correct provided that Spinco may substitute therefor policies on terms and complete copies of conditions which have been heretofore made available are no less advantageous to the CompanyIndemnified Parties (including as to coverage and amounts) than such existing insurance with a substantially comparable insurer) with respect to claims arising from facts or events, Acquiror or their respective Representativesactions or omissions, as applicable) on terms which occurred or are alleged to have occurred at or before the Closing; provided that Spinco shall not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay annual premiums in excess of the Premium Cap, and if the amount of the premium necessary to maintain such insurance would at any time exceed the Premium Cap, then Spinco shall cause to be maintained policies of insurance coverage which provide the maximum coverage available at an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior equal to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereofPremium Cap. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 8.10 shall survive the Share Exchange Closing indefinitely consummation of the transactions contemplated hereby and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; assigns of the Utah Parties and (ii) in Spinco and is intended to be for the benefit of, and will be enforceable by, each present and former director and officer of any Utah Entity and his or her heirs and representatives. In the event that the PubCo, the Surviving Corporation Utah Newco Sub or the Company Spinco or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the CompanyUtah Newco Sub or Spinco, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.138.10. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after For a period of six (6) years following the Share Exchange Closing, each Buyer shall cause the Acquired Companies to fulfill and honor in all respects the obligations of the Company and Surviving Corporation agrees that it shall, Acquired Companies to Persons who on or prior to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer Effective Time were directors and/or officers of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) one or more Acquired Companies (the “Company Indemnified Parties”) pursuant to any indemnification provisions under the organizational documents of such Acquired Companies as in effect on the date hereof, and (y) Acquiror pursuant to the indemnification agreements between the Acquired Companies and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the such Company Indemnified Parties, Parties set forth on Schedule 9.13(a) existing as of the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection date of this Agreement with any Legal Proceeding, whether civil, criminal, administrative or investigative, respect to claims arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsEffective Time. (b) For a period of six (6) years from the Share Exchange Closing, Buyer shall, or shall cause one or more of the PubCo shall Acquired Companies to, maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) Company Indemnified Parties on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021market standard terms; provided, however, that (i) the PubCo Buyer may cause coverage to be extended under the current directors’ and officers’ liability insurance of Buyer or the Acquired Companies, as the case may be, by obtaining a six (6) six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing Effective Time and (ii) if any claim is asserted or made within such six (6) six-year period, any insurance required to be maintained under this Section 10.13 9.13 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained The Company shall arrange for, and the SPAC shall maintain in this Agreement to effect at all times, directors’ and officers’ liability insurance covering the contrary, (i) this Section 10.13 shall survive directors and officers of the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCoSPAC, the Surviving Corporation Buyer and the Company and all of their respective successors and assigns; and (ii) in Acquired Companies on market standard terms not less favorable than the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity terms of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets current insurance coverage for the Acquired Companies, with such insurance to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, shall succeed to the obligations set forth in this Section 10.13effective upon Closing. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company Sections 9.13(a) and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (ib) are intended to be for the benefit of, and shall will be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Company Indemnified Party, Party and his or her heirs and his or her personal representatives, (ii) representatives and shall be binding on the PubCo, the Surviving Corporation all successors and assigns of Buyer and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified PartyAcquired Companies.

D&O Indemnification and Insurance. Parent shall cause the Surviving LLC, and the Surviving LLC hereby agrees, to do the following: (a) From and after the Share Exchange Closing, each of the Company and The Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, LLC shall indemnify and hold harmless each the present and former director officers and officer directors of the Company (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the an “Company Indemnified PartiesPerson”) and (y) Acquiror and each in respect of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, Effective Time to the fullest extent permitted by Delaware Law or any other applicable laws or provided under Company’s Certificate of Incorporation and Bylaws in effect on the Execution Date; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable law. The organizational documents of the Surviving LLC shall contain provisions no less favorable with respect to indemnification than are set forth in Company, Acquiror or their respective Subsidiaries’s Certificate of Incorporation and its Bylaws, as the case same may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect exist on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For a period of six (6) years from after the Share Exchange ClosingEffective Time, the PubCo Surviving LLC shall maintain in effect directorsprovide officers’ and officersdirectors’ liability insurance covering those Persons who are currently covered by Acquiror’s, the (with carriers at least substantially comparable to in claims paying rating to Company’s existing carriers) in respect of acts or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or omissions occurring at or prior to the Share Exchange Closing Effective Time covering each Indemnified Person on terms with respect to coverage and amount no less favorable than those of Company’s policy in effect on the Execution Date (ii) if any claim is asserted or made within such six (6) year periodor, any insurance required to be maintained under this Section 10.13 shall be continued with the consent of Company’s Board of Directors before the Effective Time, on terms no less favorable than those of Parent’s policy in respect of such claim until effect on the final disposition thereofExecution Date.) (c) Notwithstanding anything contained in this Agreement to If Parent, the contrary, Surviving LLC or any of its successors or assigns (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of to the PubCoextent necessary, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, Parent or the Surviving Corporation and the CompanyLLC, as applicablethe case may be, shall succeed to assume the obligations set forth in this Section 10.139. (d) On The rights of each Indemnified Person under this Section 6.9 shall be in addition to any rights such Person may have under the Share Exchange Closing DateCertificate of Incorporation or Bylaws of Company or any of its Subsidiaries, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each or under Delaware Law or any other applicable laws or under any agreement of any Indemnified Person with the Company and Acquiror with the directors and officers or any of PubCo after the its Subsidiaries. These rights shall survive consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) Mergers and are intended to be for the benefit ofbenefit, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified PartyPerson.

D&O Indemnification and Insurance. (a) From All rights to indemnification, advancement of expenses and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs exculpation from liabilities for acts 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 omissions occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after Effective Time (including the Share Exchange Closing, to transactions contemplated by this Agreement) now existing in favor of the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such QEPM D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions provided in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of any QEPM Group Entity, under applicable Delaware law, or otherwise, shall continue in full force and effect in accordance with their terms after the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsEffective Time. (b) For a period of six (6) years from after the Share Exchange ClosingEffective Time, the PubCo TLLP shall maintain in effect directorsofficers’ and officersdirectors’ liability insurance covering those Persons each QEPM D&O Indemnified Party who are currently is or at any time prior to the Effective Time was covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directorsexisting officers’ and officersdirectors’ liability insurance policies (true, correct and complete copies of which have been heretofore made available applicable to the Company, Acquiror or their respective Representatives, as applicableQEPM Group Entities (“D&O Insurance”) on terms substantially no less advantageous to the QEPM D&O Indemnified Parties than such existing insurance with respect to acts or omissions, or alleged acts or omissions, prior to the Effective Time (whether claims, actions or other proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time); provided, however, that TLLP shall not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance the D&O Insurance in excess of three hundred percent (300%) % of the aggregate current annual premium payable currently paid by Acquiror the QEPM Group Entities for such insurance, but in such case shall purchase as much of such coverage as possible for such amount. Such insurance shall contain a “no rescission” endorsement or the Company, as applicable, for such insurance policy for substantive equivalent thereof. TLLP shall have the year ended December 31, 2021; provided, that (i) the PubCo may right to cause coverage to be extended under the current directors’ and officers’ liability insurance D&O Insurance by obtaining a six (6) six-year “tail” policy containing on terms not materially and conditions no less favorable advantageous than the terms existing D&O Insurance, and such “tail” policy shall satisfy the provisions of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereof5.10. (c) Notwithstanding anything contained in The provisions of this Agreement Section 5.10 shall survive the consummation of the Merger and expressly are intended to benefit each of the contrary, QEPM D&O Indemnified Parties. (d) In the event TLLP or any of its successors or assigns (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each either such case, each of the PubCo, the Surviving Corporation and the Company TLLP shall ensure that cause proper provision shall to be made so that the its successors and assigns of the PubCo, the Surviving Corporation and the Companyassigns, as applicablethe case may be, shall succeed to assume the obligations set forth in this Section 10.135.10. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Acquisition Closing, each of the Company Surviving Corporation, Merger Sub 1 and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, PubCo shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company and each Company, any of its Subsidiaries Subsidiaries, SPAC and any Acquisition Entity (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementCompany, its Subsidiaries, SPAC or such Acquisition Entity, respectively) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Acquisition Closing, whether asserted or claimed prior to, at or after the Share Exchange Acquisition Closing, to the fullest extent that the Company, Acquiror or their respective its Subsidiaries, as the case may beSPAC or such Acquisition Entity, respectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company PubCo shall, and shall cause their Subsidiaries to to, and Merger Sub 1 shall (i) maintain for a period of not less than six (6) years from the Share Exchange Acquisition Closing provisions in their respective Governing its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanySurviving Corporation and its Subsidiaries’ or Merger Sub 1’s and each Acquisition Entity’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of the Company, Acquiror or their respective Surviving Corporation and its Subsidiaries, as applicableMerger Sub 1 or such Acquisition Entity, respectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange Acquisition Closing, each of PubCo, the PubCo Surviving Corporation and Merger Sub 1 shall (and the Surviving Corporation shall cause its Subsidiaries to) maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquirorthe Company’s, the Companyany of its Subsidiaries’, SPAC’s, Merger Sub 1’s or their respective Subsidiaries’ any Acquisition Entity’s, respectively, directors’ and officers’ liability insurance policies (trueincluding, correct and complete copies of which have been heretofore made available to in any event, the Company, Acquiror or their respective Representatives, as applicableD&O Indemnified Parties) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall PubCo, the PubCo Surviving Corporation, its Subsidiaries, Merger Sub 1 or any Acquisition Entity be required to pay an annual premium for such insurance in excess of three hundred percent (300%) % of the aggregate annual premium payable by Acquiror or the Company, as applicableits Subsidiaries, SPAC, Merger Sub 1 or such Acquisition Entity, respectively, for such insurance policy for the year ended December 31, 20212020; provided, however, that (i) each of PubCo, the PubCo Surviving Corporation and Merger Sub 1 may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Acquisition Closing and if and to the extent such policies have been obtained prior to the Acquisition Closing with respect to any such Persons, the Surviving Corporation, Merger Sub 1 and PubCo, respectively, shall maintain such policies in effect and continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six (6) six-year period, any insurance required to be maintained under this Section 10.13 6.4 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 6.4 shall survive the Share Exchange Acquisition Closing indefinitely and shall be binding, jointly and severally, on the PubCoSurviving Corporation, the Surviving Corporation Merger Sub 1 and the Company PubCo and all of their respective successors and assigns; and (ii) in . In the event that the PubCoSurviving Corporation, the Surviving Corporation or the Company Merger Sub 1, PubCo or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, the Surviving Corporation, Merger Sub 1 or PubCo, respectively, shall ensure (and each of the PubCo, Merger Sub 1 and the Surviving Corporation and the Company shall ensure cause its Subsidiaries to ensure) that proper provision shall be made so that the successors and assigns of the PubCoSurviving Corporation, Merger Sub 1 or PubCo as the Surviving Corporation and the Company, as applicablecase may be, shall succeed to the obligations set forth in this Section 10.136.4. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: 6.4(a) through (c): (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Acquisition Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCoSurviving Corporation, the Surviving Corporation Merger Sub 1 and the Company PubCo and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Organizational Documents, or otherwise, otherwise and (iv) shall survive the consummation of the business combination Acquisition Closing and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each Buyer shall cause, for a period of at least six (6) years, the Organizational Documents of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries to contain provisions no less favorable (in each case, solely to the extent acting in their capacity as such permitted by applicable Law) with respect to exculpation and to the extent such activities are related to the business indemnification of the Company being acquired under this Agreement) managers, directors, other members of governing bodies and officers (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified PartiesPersons”) from and 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 Share Exchange Closing than are set forth in the Organizational Documents of the Company and its Subsidiaries in effect as of the date hereof and made available to Buyer; provided that, subject to Section 6.10(d), Buyer may, from and after the Closing, whether asserted cause the Company or claimed prior any of its Subsidiaries to merge, dissolve or reorganize. (b) At the Closing, Buyer will, or will cause the Company to, procure a commercially reasonable “tail” insurance policy that is mutually acceptable to Buyer and Seller (the “D&O Tail Policy”) with respect to liability insurance for the D&O Indemnified Persons (acting in their respective capacities as such) in connection with liabilities arising during, or occurring or attributable to, the period at or after prior to the Share Exchange Closing, in each case, with, to the fullest extent that the Companyavailable, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a claims period of not less than at least six (6) years from after the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification Date; provided that Buyer and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in Seller shall each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For a period of six (6) years from the Share Exchange Closing, the PubCo shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred bear fifty percent (30050%) of the aggregate annual premium payable by Acquiror or costs of obtaining the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereofD&O Tail Policy. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) the obligations under this Section 10.13 6.10 shall survive not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Persons to whom this Section 6.10 applies without the Share Exchange Closing indefinitely consent of such affected D&O Indemnified Person, it being understood and shall agreed that the D&O Indemnified Persons are intended to be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all express third party beneficiaries of their respective successors and assigns; and this Section 6.10. (iid) in In the event that the PubCo, the Surviving Corporation Company or the Company any of its Subsidiaries or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and or assigns of the PubCo, the Surviving Corporation and the Company, its applicable Subsidiaries or any of their respective successors or assigns, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.136.10. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Surviving Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, PubCo shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company and each Company, any of its Subsidiaries Subsidiaries, SPAC and any Acquisition Entity (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementCompany, its Subsidiaries, SPAC or such Acquisition Entity, respectively) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective its Subsidiaries, as the case may beSPAC or such Acquisition Entity, respectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation Company and the Company PubCo shall, and shall cause their Material Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanySurviving Company and its Subsidiaries’ and each Acquisition Entity’s or SPAC’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of the CompanySurviving Company and its Subsidiaries or such Acquisition Entity or SPAC, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange Closing, each of PubCo, the PubCo Surviving Company and SPAC shall (and the Surviving Company shall cause its Subsidiaries to) maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquirorthe Company’s, the Companyany of its Subsidiaries’, SPAC’s or their respective Subsidiaries’ any Acquisition Entity’s, respectively, directors’ and officers’ liability insurance policies (trueincluding, correct and complete copies of which have been heretofore made available to in any event, the Company, Acquiror or their respective Representatives, as applicableD&O Indemnified Parties) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall PubCo, the PubCo Surviving Company, its Subsidiaries, SPAC or any Acquisition Entity be required to pay an annual premium for such insurance in excess of three hundred percent (300%) % of the aggregate annual premium payable by Acquiror or the Company, as applicableits Subsidiaries, SPAC or such Acquisition Entity, respectively, for such insurance policy for the year ended December 31, 2021; provided, however, that (i) each of PubCo, the PubCo Surviving Company and SPAC may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and if and to the extent such policies have been obtained prior to the Closing with respect to any such Persons, the Surviving Company, SPAC and PubCo, respectively, shall maintain such policies in effect and continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six (6) six-year period, any insurance required to be maintained under this Section 10.13 6.6 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 6.6 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCoSurviving Company, the Surviving Corporation SPAC and the Company PubCo and all of their respective successors and assigns; and (ii) in . In the event that the PubCoSurviving Company, the Surviving Corporation or the Company SPAC, PubCo or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, the Surviving Company, SPAC or PubCo, respectively, shall ensure (and each of the PubCo, SPAC and the Surviving Corporation and the Company shall ensure cause its Subsidiaries to ensure) that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, SPAC or PubCo as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.136.6. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: 6.6(a) through Section 6.6(c): (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCoSurviving Company, the Surviving Corporation SPAC and the Company PubCo and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Organizational Documents, or otherwise, otherwise and (iv) shall survive the consummation of the business combination Closing and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of the Company and Surviving Corporation Miami agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director director, officer and officer employee of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) any Seattle Entity against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingEffective Time, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that Houston or any of its Subsidiaries Table of Contents (including the Company, Acquiror or their respective SubsidiariesSeattle Entities), as the case may be, would have been permitted under applicable Law and each the Organizational Documents of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Seattle in effect on the date of this Agreement hereof to indemnify such D&O Indemnified Parties Person (including the promptly advancing of expenses as incurred to the fullest extent permitted under applicable Lawsuch Organizational Documents). Without limiting the foregoing, the Surviving Corporation and the Company shall, and Miami shall cause their Subsidiaries to the Seattle Entities (i) to maintain for a period of not less than six (6) years from the Share Exchange Closing Effective Time provisions in their respective Governing Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their SubsidiariesSeattle Entities’ respective former and current officers, directors, employees, employees and agents that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of Houston or any of its Subsidiaries (including the Company, Acquiror or their respective SubsidiariesSeattle Entities), as applicable, in each case, as of the date of this Agreement, hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For Miami shall procure (i) a period of prepaid, non-cancelable six (6) years from 6)-year “tail” policy commencing on the Share Exchange Closing, Closing Date containing terms not less favorable than the PubCo shall maintain in effect terms of directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies of Houston or any of its Subsidiaries (true, correct and complete copies of which have been heretofore made available to including the Company, Acquiror or their respective Representatives, as applicableSeattle Entities) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims matters existing or occurring at or prior to the Share Exchange Closing and Effective Time or (ii) if an endorsement under Miami’s existing directors’ and officers’ liability insurance policy to provide such coverage. If any claim is asserted or made within such six (6) year 6)-year period, then any insurance required to be maintained under this Section 10.13 7.9 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 7.9 shall survive the Share Exchange Closing indefinitely consummation of the transactions contemplated hereby and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; assigns of Miami and (ii) in Seattle and are intended to be for the benefit of, and will be enforceable by, each present and former director, officer and employee of any Seattle Entity and his or her heirs and representatives. In the event that the PubCo, the Surviving Corporation Miami or the Company Seattle or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the CompanyMiami or Seattle, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.137.9. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From 23.1 SUI and after Merger Sub agree that the Share Exchange Closing, each articles of incorporation and bylaws of the Company and Surviving Corporation agrees that it shallshall contain provisions no less favorable in any material respect with respect to all rights to indemnification, to the fullest extent permitted under applicable Law, indemnify advancement of expenses and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs exculpation from liabilities for acts 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 omissions occurring at or prior to the Share Exchange Closing, whether asserted Effective Time in favor of the current or claimed prior to, at former directors or after officers of the Share Exchange Closing, to the fullest extent that Company and its Subsidiaries than are provided in the Company, Acquiror or their ’s and its Subsidiaries’ respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) provided that such provisions are not amendmore than as permitted for a corporation under Maryland Law, repeal which provisions shall not be amended, repealed or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For modified for a period of six (6) years from the Share Exchange ClosingEffective Time in any manner that would affect adversely the rights of individuals who were directors, the PubCo shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s employees or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) agents of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ Company and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring its Subsidiaries at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within Effective Time, unless such six (6) year period, any insurance required to be maintained under this Section 10.13 modification shall be continued in respect of such claim until required by Law. From and after the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contraryEffective Time, (i) this Section 10.13 SUI shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, cause the Surviving Corporation to pay and the Company and all of their respective successors and assigns; and (ii) perform in a timely manner such indemnification obligations. 23.2 In the event that the PubCo, the Surviving Corporation or the Company or any of their its successors or assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, or if SUI dissolves the Surviving Corporation, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company SUI shall ensure that cause proper provision shall to be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, shall succeed to assume the obligations set forth in this Section 10.1323. 23.3 Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (d) On the Share Exchange Closing Datewhether arising before, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo at or after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (eEffective Time) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person is made against any individual who is now, or who has been at any time prior to the date of this Agreement hereof, or who becomes prior to the Share Exchange ClosingEffective Time, a D&O Indemnified Partydirector, officer, employee or agent of the Company, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 23 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. 23.4 The provisions of this Section 23 are (i) intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her personal representatives, representatives and (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, have by contract or otherwise. SUI shall pay all expenses, and (iv) shall survive including reasonable attorneys’ fees, that may be incurred by the consummation persons referred to in this Section 23 in connection with their successful enforcement of the business combination and shall not be terminated or modified their rights provided in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Partythis Section 23.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, Entity 2 shall jointly and severally indemnify and hold harmless each present and former director and officer officer, as the case may be, of the (x) Company and each of its Subsidiaries SPAC (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementSPAC) (the each, a “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “SPAC D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, SPAC would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such SPAC D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Company and Surviving Corporation and the Company Entity 2 shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing Closing, maintain in effect provisions in their respective Governing Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, AcquirorSPAC’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the such provisions of the Governing in SPAC’s Organizational Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, effect as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange Closing, the PubCo shall Company shall, at its cost and expense, maintain in effect directors’ and officers’ liability insurance (a “SPAC D&O Insurance”) covering those Persons who are currently covered by Acquiror’s, the CompanySPAC’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (trueincluding, correct and complete copies of which have been heretofore made available to in any event, the Company, Acquiror or their respective Representatives, as applicableSPAC D&O Indemnified Parties) on terms not less favorable than the terms of such current insurance coverage, except ; provided that in no event the aggregate cost of the SPAC D&O Insurance shall the PubCo not be required to pay an annual premium for such insurance in excess of three hundred percent (300%) % of the aggregate annual premium payable by Acquiror or the Company, as applicable, SPAC for such insurance policy for the year ended December 31, 2021; provided, however, that (i) SPAC may, at the PubCo may Company’s cost and expense, cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and if and to the extent such policies have been obtained prior to the Closing with respect to any such Persons, SPAC shall maintain such policies in effect and continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six (6) six-year period, any insurance required to be maintained under this Section 10.13 5.5 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 5.5 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Company and Surviving Corporation and the Company Entity 2 and all of their respective successors and assigns; and (ii) in . In the event that the PubCo, the Company and Surviving Corporation or the Company Entity 2 or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company and Surviving Entity 2 shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Company and Surviving Corporation and the CompanyEntity 2, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.135.5. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: 5.5(a) through (c) (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a SPAC D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Organizational Documents, or otherwise, otherwise and (iviii) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any SPAC D&O Indemnified Party without the prior written consent of such SPAC D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each Effective Time through the sixth anniversary of the Company and date on which the Effective Time occurs, Purchasers shall cause the Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer officer, director, employee or agent of the (x) Company and Company, including, without limitation, each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business Person controlling any of the Company being acquired under this Agreement) foregoing Persons (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties"), the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, fines, lossesfees, claimscosts or expenses, damages or liabilities including, without limitation, attorneys' fees and disbursements (collectively, "Costs"), incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingEffective Time (including, without limitation, this Agreement and the transactions and actions contemplated hereby and giving effect to the consummation of such transactions and actions), whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law the Articles of Incorporation or By-Laws of the Company or indemnification agreements in effect on the date hereof, including provisions relating to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation. Without limiting the foregoing, in the event that any claim, action, suit, proceeding or investigation is brought against an Indemnified Party (whether arising before or after the Effective Time), the Indemnified Party may retain counsel satisfactory to such Indemnified Party and each Purchasers shall, or shall cause the Surviving Corporation to, advance the fees and expenses of their respective certificate such counsel for the Indemnified Party in accordance with the Articles of incorporation, certificate Incorporation or By-Laws of formation, bylaws, limited liability company agreement or other organizational documents the Company 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)Agreement. Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws.41 33 (b) For a period of six (6) years from the Share Exchange ClosingEffective Time, Purchasers shall, or shall cause the PubCo shall maintain Surviving Corporation to, keep in effect provisions in its Articles of Incorporation and By-Laws of the Company providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted under Texas Law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' right to indemnification. (c) Purchasers shall cause the Surviving Corporation to maintain, at no expense to the beneficiaries, directors’ ' and officers’ ' liability insurance covering those Persons who are currently covered by Acquiror’s, ("D&O Insurance") for the Company’s Indemnified Parties with respect to matters occurring at or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available prior to the CompanyEffective Time, Acquiror issued by a carrier or their respective Representativescarriers assigned a claims-paying ability rating by A.M. Best & Co. of "A (Excellent)" or higher, providing at least the same coverage as applicable) on the D&O Insurance currently maintained by the Company and containing terms and conditions which are not materially less favorable than to the terms beneficiaries, for a period of such current insurance coverageat least six years from the Effective Time; provided, except however, that in no event shall the PubCo Surviving Corporation be required to pay expend pursuant to this Section 6.07(c) more than an amount per year equal to 200% of current annual premium premiums paid by the Company for such insurance in excess of three hundred percent (300%) of which premiums the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage Company represents to be extended under $134,480 per year in aggregate). In the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if event any claim is asserted made against present or made within such six (6) year periodformer directors, any officers or employees of the Company that is covered or potentially covered by insurance, neither the Surviving Corporation nor Purchasers shall do anything that would forfeit, jeopardize, restrict or limit the insurance required to be maintained under this Section 10.13 shall be continued in respect of such coverage available for that claim until the final disposition thereof. (cd) Notwithstanding anything contained in this Agreement herein to the contrary, if any claim, action, suit, proceeding or investigation (iwhether arising before, at or after the Effective Time) is made against any Indemnified Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 10.13 6.07 shall survive continue in effect until the Share Exchange Closing indefinitely and shall be bindingfinal disposition of such claim, jointly and severallyaction, on suit, proceeding or investigation. (e) In the PubCo, event that the Surviving Corporation and the Company and all or Purchasers or any of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each to the extent necessary to effectuate the purposes of the PubCothis Section 6.07, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, or Purchasers shall succeed to the obligations set forth in this Section 10.13. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each 6.08 and none of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: actions described in clauses (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any taken until such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Partyprovision is made.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Acquisition Closing, each of the Surviving Corporation, the Surviving Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, PubCo shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company and each Company, any of its Subsidiaries Subsidiaries, SPAC and any Acquisition Entity (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementCompany, its Subsidiaries, SPAC or such Acquisition Entity, respectively) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Acquisition Closing, whether asserted or claimed prior to, at or after the Share Exchange Acquisition Closing, to the fullest extent that the Company, Acquiror or their respective its Subsidiaries, as the case may beSPAC or such Acquisition Entity, respectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation Corporation, the Surviving Company and the Company PubCo shall, and shall cause their Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Share Exchange Acquisition Closing provisions in their respective Governing its certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanySurviving Corporation and its Subsidiaries’ or SPAC’s and each Acquisition Entity’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of the Company, Acquiror or their respective Surviving Corporation and its Subsidiaries, as applicableSPAC or such Acquisition Entity, respectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange Acquisition Closing, each of PubCo, the PubCo Surviving Corporation and the Surviving Company shall (and the Surviving Corporation shall cause its Subsidiaries to) maintain in effect directors’ and officers’ liability insurance (each a “D&O Insurance”) covering those Persons who are currently covered by Acquirorthe Company’s, the Companyany of its Subsidiaries’, SPAC’s or their respective Subsidiaries’ any Acquisition Entity’s, respectively, directors’ and officers’ liability insurance policies (trueincluding, correct and complete copies of which have been heretofore made available to in any event, the Company, Acquiror or their respective Representatives, as applicableD&O Indemnified Parties) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall PubCo, the PubCo Surviving Corporation, its Subsidiaries or the Surviving Company be required to pay an annual premium for such insurance in excess of three hundred percent (300%) % of the aggregate annual premium payable by Acquiror or the Company, as applicableits Subsidiaries, SPAC or such Acquisition Entity, respectively, for such insurance policy for the year ended December 31, 20212020 (in the case of the Company and its Subsidiaries) or December 31, 2021 (in the case of SPAC), as the case may be; provided, however, that (i) each of PubCo, the PubCo Surviving Corporation and the Surviving Company may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage (each a “D&O Tail”) with respect to claims existing or occurring at or prior to the Share Exchange Acquisition Closing and if and to the extent such policies have been obtained prior to the Acquisition Closing with respect to any such Persons, the Surviving Corporation, the Surviving Company and PubCo, respectively, shall maintain such policies in effect and continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six (6) six-year period, any insurance required to be maintained under this Section 10.13 6.4 shall be continued in respect of such claim until the final disposition thereof. The costs of any D&O Insurance for the period after the Acquisition Closing Date, and the cost of any D&O Tail to the extent in effect following the Acquisition Closing Date, shall be borne by PubCo and shall not be a SPAC Transaction Expense. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 6.4 shall survive the Share Exchange Acquisition Closing indefinitely and shall be binding, jointly and severally, on the PubCoSurviving Corporation, the Surviving Corporation Company and the Company PubCo and all of their respective successors and assigns; and (ii) in . In the event that the PubCoSurviving Corporation, the Surviving Corporation or the Company Company, PubCo or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, the Surviving Corporation, the Surviving Company or PubCo, respectively, shall ensure (and each of the PubCo, the Surviving Corporation Company and the Company Surviving Corporation shall ensure cause its Subsidiaries to ensure) that proper provision shall be made so that the successors and assigns of the PubCoSurviving Corporation, the Surviving Corporation and Company or PubCo as the Company, as applicablecase may be, shall succeed to the obligations set forth in this Section 10.136.4. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: 6.4(a) through (c): (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Acquisition Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCoSurviving Corporation, the Surviving Corporation Company and the Company PubCo and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Organizational Documents, or otherwise, otherwise and (iv) shall survive the consummation of the business combination Acquisition Closing and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. Parent shall cause the Surviving Corporation, and the Surviving Corporation hereby agrees, to do the following: (a) From and after the Share Exchange Closing, each of the Company and The Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each the present and former director officers and officer directors of the Company (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the an “Company Indemnified PartiesPerson”) and (y) Acquiror and each in respect of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, Effective Time to the fullest extent that the permitted by Delaware Law or any other applicable laws or provided under Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective ’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents incorporation and bylaws in effect on the date of this Agreement hereof; provided that such indemnification shall be subject to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred any limitation imposed from time to the fullest extent permitted time under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawslaw. (b) For a period of six (6) years from after the Share Exchange ClosingEffective Time, the PubCo Surviving Corporation shall maintain in effect directorsprovide officers’ and officersdirectors’ liability insurance covering those Persons who are currently covered by Acquiror’s, the (with carriers at least substantially comparable to in claims paying rating to Company’s existing carriers) in respect of acts or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or omissions occurring at or prior to the Share Exchange Closing Effective Time covering each Indemnified Person on terms with respect to coverage and amount no less favorable than those of Company’s policy in effect on the date hereof (ii) if any claim is asserted or made within such six (6) year periodor, any insurance required to with the consent of the Company’s Board before the Effective Time, which consent shall not be maintained under this Section 10.13 shall be continued in respect unreasonably withheld, on terms no less favorable than those of such claim until the final disposition thereofParent’s policy). (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in the event that the PubCoIf Parent, the Surviving Corporation or the Company or any of their its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of to the PubCoextent necessary, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, Parent or the Surviving Corporation and the CompanyCorporation, as applicablethe case may be, shall succeed to assume the obligations set forth in this Section 10.135.9. (d) On The rights of each Indemnified Person under this Section 5.9 shall be in addition to any rights such Person may have under the Share Exchange Closing Datecertificate of incorporation or bylaws of Company or any of its subsidiaries, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each or under Delaware Law or any other applicable laws or under any agreement of any Indemnified Person with the Company and Acquiror with the directors and officers or any of PubCo after the its subsidiaries. These rights shall survive consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) Merger and are intended to be for the benefit ofbenefit, and shall be enforceable by, each Person who is nowIndemnified Person. (e) The Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in Company’s Certificate of Incorporation and its Bylaws, or who has been at any time prior to as the same may exist on the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified PartyAgreement.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of RMT Partner and the Company and Surviving Corporation shall, and RMT Partner agrees that it shall, to shall cause the fullest extent permitted under applicable LawSurviving Corporation to, indemnify and hold harmless each Person who at the Effective Time is a present and or former director and or officer of the any Spinco Company (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the a “D&O Indemnified PartiesIndemnitee”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing the fact that a D&O Indemnitee is or occurring was a director or officer of a Spinco Company or is or was serving at the request of a Spinco Company as an officer, director, manager, member, trustee, fiduciary, employee or agent of another Person at or prior to the Share Exchange ClosingEffective Time, in each case, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that Remainco or any of its Subsidiaries (including the Company, Acquiror or their respective SubsidiariesSpinco Companies), as the case may be, would have been permitted under applicable Law and each the Organizational Documents of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Spinco in effect on the date of this Agreement hereof to indemnify such D&O Indemnified Parties Person (including the promptly advancing of expenses as incurred to the fullest extent permitted under applicable Lawsuch Organizational Documents). Without limiting the foregoing, the Surviving Corporation and the Company shall, and RMT Partner shall cause their Spinco and its Subsidiaries to (i) to maintain for a period of not less than six (6) years from the Share Exchange Closing Effective Time provisions in their respective Governing Organizational Documents concerning the indemnification and exculpation or exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their SubsidiariesSpinco Companies’ respective former and current officers, directors, employees, officers and agents directors that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror or their respective Subsidiariessuch Spinco Companies, as applicable, in each case, as of the date of this Agreement, hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawsany Legal Requirement. (b) For RMT Partner shall procure, at its sole cost and expense, a period of prepaid, non-cancelable six (6) years from 6)-year “tail” insurance policy, endorsement or otherwise, effective as of the Share Exchange ClosingEffective Time, containing terms not less favorable than the PubCo shall maintain in effect terms of directors’ and officers’ liability insurance covering those Persons any directors and officers of the Spinco Companies who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies of Remainco and its Subsidiaries (true, correct and complete copies of which have been heretofore made available to including the Company, Acquiror or their respective Representatives, as applicableSpinco Companies) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims matters existing or occurring at or prior to the Share Exchange Closing and (ii) if Effective Time. If any claim is asserted or made within such six (6) year 6)-year period, then any insurance required to be maintained under this Section 10.13 5.17(f) shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 5.17(c) shall survive the Share Exchange Closing indefinitely consummation of the transactions contemplated hereby and shall be binding, jointly and severally, on all successors and assigns of RMT Partner and Spinco and are intended to be for the PubCobenefit of, the Surviving Corporation and the will be enforceable by, each present and former director and officer of any Spinco Company and all of their respective successors his or her heirs and assigns; and (ii) in representatives. In the event that the PubCo, the Surviving Corporation RMT Partner or the Company Spinco or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the CompanyRMT Partner or Spinco, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.13. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) 5.17. The provisions of this Section 10.13: (i) 5.17 are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior in addition to the date of this Agreement or who becomes prior rights otherwise available to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified PartyIndemnitee by law, charter, statute, bylaw or Contract.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Third Surviving Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, PubCo shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company and each Company, any of its Subsidiaries Subsidiaries, SPAC and any Acquisition Entity (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementCompany, its Subsidiaries, SPAC or such Acquisition Entity, respectively) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective its Subsidiaries, as the case may beSPAC or such Acquisition Entity, respectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Third Surviving Corporation Company and the Company PubCo shall, and shall cause their Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanyThird Surviving Company and its Subsidiaries’ and each Acquisition Entity’s or SPAC’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of the CompanyThird Surviving Company and its Subsidiaries or such Acquisition Entity or SPAC, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange Closing, each of PubCo, the PubCo Third Surviving Company and SPAC shall (and the Third Surviving Company shall cause its Subsidiaries to) maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquirorthe Company’s, the Companyany of its Subsidiaries’, SPAC’s or their respective Subsidiaries’ any Acquisition Entity’s, respectively, directors’ and officers’ liability insurance policies (trueincluding, correct and complete copies of which have been heretofore made available to in any event, the Company, Acquiror or their respective Representatives, as applicableD&O Indemnified Parties) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall PubCo, the PubCo Third Surviving Company, its Subsidiaries, SPAC or any Acquisition Entity be required to pay an annual premium for such insurance in excess of three hundred percent (300%) % of the aggregate annual premium payable by Acquiror or the Company, as applicableits Subsidiaries, SPAC or such Acquisition Entity, respectively, for such insurance policy for the year ended December 31, 2021; provided, that (i) each of PubCo, the PubCo Third Surviving Company and SPAC may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year 6)-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and if and to the extent such policies have been obtained prior to the Closing with respect to any such Persons, the Third Surviving Company, SPAC and PubCo, respectively, shall maintain such policies in effect and continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six (6) year 6)-year period, any insurance required to be maintained under this Section 10.13 7.05 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 7.05 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCoThird Surviving Company, the Surviving Corporation SPAC and the Company PubCo and all of their respective successors and assigns; and (ii) in . In the event that the PubCoThird Surviving Company, the Surviving Corporation or the Company SPAC, PubCo or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, the Third Surviving Company, SPAC or PubCo, respectively, shall ensure (and each of the PubCo, the Surviving Corporation SPAC and the Third Surviving Company shall ensure cause its Subsidiaries to ensure) that proper provision shall be made so that the successors and assigns of the PubCo, the Third Surviving Corporation and the Company, SPAC or PubCo as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.137.05. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: 7.05(a) through Section 7.05(c): (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, ; (ii) shall be binding on the PubCoThird Surviving Company, the Surviving Corporation SPAC and the Company PubCo and their respective successors and assigns, ; (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Organizational Documents, or otherwise, ; and (iv) shall survive the consummation of the business combination Closing and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation Each party hereto agrees that it shallall rights to exculpation, to the fullest extent permitted under applicable Law, indemnify indemnification and hold harmless each present and former director and officer advancement of the (x) Company and each expenses existing as of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify in favor of the current or former directors or officers of SPAC or any Group Company (each, together with such person’s heirs, executors or administrators, a “D&O Indemnitees”) under the applicable Governing Documents, any “directors and officers” insurance policy or under any indemnification agreement such D&O Indemnified Parties (including Indemnitee may have with SPAC or the advancing applicable Group Companies, in each case, as in effect as of expenses as incurred immediately prior to the fullest extent permitted under applicable Law). Without limiting the foregoingdate of this Agreement (collectively, the Surviving Corporation and “Existing D&O Arrangements”), shall survive the Company shall, Closing and shall cause their Subsidiaries to (i) maintain continue in full force and effect for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) Date. For a period of six (6) years from the Share Exchange ClosingClosing Date, to the maximum extent permitted under applicable Law, TopCo, the PubCo Company and the Surviving Company shall, and shall cause their respective Subsidiaries to, maintain in effect the Existing D&O Arrangements and not to amend, repeal or otherwise modify any such provisions in any manner that would materially and adversely affect the rights thereunder of any D&O Indemnitee; provided, however, that all rights to indemnification or advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. None of SPAC, the Company, TopCo or the Surviving Company shall have any obligation under this Section 8.11(a) to any D&O Indemnitee when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that the indemnification of such D&O Indemnitee in the manner contemplated hereby is prohibited by applicable Law. (b) Prior to and effective as of the Closing, TopCo, the Company and SPAC shall purchase a prepaid six (6)-year “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Arrangement Effective Time covering those Persons each individual who are is a director or officer of SPAC or any Group Company or Merger Subsidiary currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (truepolicy of SPAC or the Group Companies, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to coverage (for SPAC, the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 parties agree that coverage shall be continued at least $3 million), deductibles and amounts acceptable to SPAC and the Company. TopCo shall, and shall cause the Surviving Company and Company to, maintain the D&O Tail in respect of such claim until the final disposition thereoffull force and effect for its full term. (c) Notwithstanding anything contained in this Agreement to If TopCo, the contrary, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCoCompany, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their respective successors or assigns consolidates (i) shall merge or consolidate with or merges merge into any other Person corporation or entity and shall not be the surviving or continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys (ii) shall transfer all or substantially all of its their respective properties and assets as an entity in one or a series of related transactions to any Person, then, and then in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision provisions shall be made so that the successors and or assigns of the PubCoTopCo, the Company and/or Surviving Corporation and the Company, as applicable, shall succeed to assume all of the obligations set forth in this Section 10.138.11. (d) On the Share Exchange Closing Date, PubCo TopCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror SPAC with the post-Closing directors and officers of PubCo after the consummation of the business combination contemplated herebyTopCo, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each Effective Time through the later of (i) the sixth anniversary of the Company date on which the Effective Time occurs and (ii) the expiration of any statute of limitations applicable to any claim, action, suit, proceeding or investigation referred to below, SENTRY shall, or shall cause the VIDEO Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Lawand KNOGO Surviving Corporation to, indemnify and hold harmless each present and former director officer, director, employee or agent of KNOGO and officer VIDEO, including, without limitation, each person controlling any of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) foregoing persons (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties"), the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, fines, lossesfees, claimscosts or expenses, damages or liabilities including, without limitation, attorneys' fees and disbursements (collectively, "Costs"), incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingEffective Time (including, without limitation, this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law law and each the Certificate of their respective certificate Incorporation, as amended, or By-Laws of incorporationKNOGO or indemnification agreements in effect on the date hereof, certificate including provisions relating to advancement of formationexpenses incurred in the defense of any claim, bylawsaction, limited liability company agreement suit, proceeding or other organizational documents investigation. Without limiting the foregoing, in the event that any claim, action, suit, proceeding or investigation is brought against an Indemnified Party (whether arising before or after the Effective Time), the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and SENTRY shall, or shall cause the VIDEO Surviving Corporation and KNOGO Surviving Corporation to, advance the fees and expenses of such counsel for the Indemnified Party in accordance with the Certificate of Incorporation, as amended, or By-Laws of KNOGO in effect on the date of this Agreement Agreement. (b) SENTRY shall, or shall cause the VIDEO Surviving Corporation and KNOGO Surviving Corporation, to indemnify such D&O keep in effect in its Certificate of Incorporation and Bylaws, provisions of KNOGO providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under the DGCL, which provisions shall not be amended except as required by applicable Law). Without limiting law or except to make changes permitted by law that would enlarge the foregoingIndemnified Parties' right to indemnification. (c) SENTRY shall maintain, or shall cause the VIDEO Surviving Corporation and KNOGO Surviving Corporation to maintain, with respect to matters occurring at, prior to or subsequent to the Company shallEffective Time, and shall cause their Subsidiaries at no expense to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officersbeneficiaries, directors' and officers', employeesliability insurance ("D&O Insurance") for the 36 Indemnified Parties, issued by a carrier or carriers assigned a claims-paying ability rating by A.M. Best & Co. of "A (Excellent)" or higher, providing at least the same coverage as the D&O Insurance currently maintained by KNOGO and agents that containing terms and conditions which are no less favorable to those Persons than the provisions of the Governing Documents of the Companybeneficiaries, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For for a period of at least six (6) years from the Share Exchange Closing, Effective Time. In the PubCo shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted made against present or made within such six (6) year periodformer directors, any officers or employees of KNOGO or VIDEO that is covered or potentially covered by insurance, neither SENTRY, the VIDEO Surviving Corporation nor the KNOGO Surviving Corporation shall do anything that would forfeit, jeopardize, restrict or limit the insurance required to be maintained under this Section 10.13 shall be continued in respect of such coverage available for that claim until the final disposition thereof. (cd) Notwithstanding anything contained in this Agreement herein to the contrary, if any claim, action, suit, proceeding or investigation (iwhether arising before, at or after the Effective Time) is made against any Indemnified Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 10.13 6.10 shall survive continue in effect until the Share Exchange Closing indefinitely final disposition of such claim, action, suit, proceeding or investigation. (e) This covenant is intended to be for the benefit of, and shall be bindingenforceable by, jointly each of the Indemnified Parties and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors heirs and assigns; legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to law, contract or otherwise. SENTRY shall pay all expenses, including attorneys' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.10. (iif) in In the event that SENTRY or the PubCo, the VIDEO Surviving Corporation or the Company KNOGO Surviving Corporation or any of their successors respective successor or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each to the extent necessary to effectuate the purposes of the PubCothis Section 6.10, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of SENTRY or the PubCo, the VIDEO Surviving Corporation and or the Company, as applicable, KNOGO Surviving Corporation shall succeed to the obligations set forth in this Section 10.13. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each 6.10 and none of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: actions described in clauses (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any taken until such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Partyprovision is made.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Surviving Company and the Company shall jointly and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, severally indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries SPAC (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreementor SPAC, respectively) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange ClosingAction, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and as set forth under the Organizational Documents or indemnification agreements of the Company or SPAC, respectively, in each of their respective certificate of incorporationcase, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement Agreement, provided that the Company shall not be liable to indemnify any D&O Indemnified Party for any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as a result of actual fraud or willful default by such D&O Indemnified Parties (including the advancing Party if a court of expenses as incurred competent jurisdiction shall have made a final judgment to the fullest extent permitted under applicable Law)that effect. Without limiting the foregoing, the Surviving Corporation Company and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing Closing, provisions in their respective Governing its certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s or SPAC’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of the CompanyCompany or SPAC, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would materially and adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange Closing, each of the PubCo Company and the Surviving Company shall maintain in effect directors’ and officers’ liability insurance (each a “D&O Insurance”) covering directors and officers of the Company and those Persons who are currently covered by Acquiror’s, the CompanySPAC’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (trueincluding, correct and complete copies of which have been heretofore made available to in any event, the Company, Acquiror or their respective Representatives, as applicableD&O Indemnified Parties) on terms not less favorable than the terms of such current insurance coveragecoverage and with insurance carriers with the same or better credit rating, except that in no event shall the PubCo Company or the Surviving Company be required to pay an annual premium for such insurance in excess of three hundred percent (300%) % of the aggregate annual premium payable by Acquiror the Company or the CompanySPAC, as applicablerespectively, for such insurance policy for the year ended March 31, 2022 (in the case of the Company) or December 31, 20212021 (in the case of SPAC), as the case may be (“Maximum Annual Premium”); provided, however, that (i) each of the PubCo Company and the Surviving Company may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage (each a “D&O Tail”) with respect to claims existing or wrongful acts occurring at or prior to the Share Exchange Closing and if and to the extent such policies have been obtained prior to the Closing with respect to any such Persons, the Surviving Company and the Company, respectively, shall maintain such policies in effect and continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six (6) six-year period, any insurance required to be maintained under this Section 10.13 6.4 shall be continued in respect of such claim until the final disposition thereof. If the Company or Surviving Company is unable to obtain the policies for an amount less than or equal to the Maximum Annual Premium, the Company or Surviving Company will instead obtain as much comparable insurance as possible for an annual premium equal to the Maximum Annual Premium. The costs of any D&O Insurance for the period after the Closing Date, and the cost of any D&O Tail to the extent in effect following the Closing Date, shall be borne by the Company and shall not be a SPAC Transaction Expense. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 6.4 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation Company and the Company and all of their respective successors and assigns; and (ii) in . In the event that the PubCoSurviving Company, the Surviving Corporation or the Company or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and Company or the Company Company, respectively, shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and Company or the Company, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.136.4. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: 6.4(a) through (c): (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation Company and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Organizational Documents, or otherwise, otherwise and (iv) shall survive the consummation of the business combination Closing and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, SPAC shall indemnify and hold harmless each present and former director and officer of the (x) Company Rumble Companies, SPAC, CallCo and each of its Subsidiaries ExchangeCo (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) Rumble Companies, SPAC, CallCo or ExchangeCo, respectively (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”)) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the CompanyRumble Companies, Acquiror SPAC, CallCo or their respective SubsidiariesExchangeCo, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, articles of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Governing 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 LawLaw which shall be conditioned on an undertaking to repay any such expenses if it is ultimately determined that such D&O Indemnified Party was not entitled thereto). Without limiting the foregoing, the Surviving Corporation and the Company SPAC shall, and from and after the Closing shall cause their its Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanyRumble Companies’ and each of SPAC’s, AcquirorCallCo’s and their Subsidiaries’ or ExchangeCo’s, respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, articles of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents of the Companyapplicable Rumble Companies, Acquiror SPAC, CallCo or their respective SubsidiariesExchangeCo, as applicablerespectively, in each case, as of the date of this Agreement; provided that all Governing Documents entered into or adopted as of the Arrangement Effective Time or otherwise in connection with the Transactions and a copy of which has been provided to SPAC and the Company shall be deemed to satisfy such requirements, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange Closing, the PubCo SPAC shall (and SPAC shall cause its Subsidiaries to) maintain in effect directors’ and officers’ liability insurance covering those Persons (including, in any event, the D&O Indemnified Parties) who are currently covered by Acquirorthe Rumble Companies’, SPAC’s, the CompanyCallCo’s or their respective Subsidiaries’ ExchangeCo’s, respectively, directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to SPAC and the Company, Acquiror or their respective Representatives, as applicableCompany prior to the date of this Agreement) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo Rumble Companies, SPAC, CallCo or ExchangeCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) % of the aggregate annual premium payable by Acquiror the Rumble Companies, SPAC, CallCo or the CompanyExchangeCo, as applicablerespectively, for such insurance policy for the year ended ending December 31, 2021; provided, however, that (i) notwithstanding anything to the PubCo contrary contained in this Agreement, SPAC and its Subsidiaries may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and if and to the extent such policies have been obtained prior to the Closing with respect to any such Persons, SPAC and its Subsidiaries, respectively, shall maintain such policies in effect and shall continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six (6) six-year period, any insurance required to be maintained under this Section 10.13 ‎Section 6.7 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 ‎Section 6.7 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCoCompany, the Surviving Corporation and the Company other Rumble Companies, SPAC, CallCo, ExchangeCo and all of their respective successors and assigns (and their respective successive successors and assigns; and (ii) in ). In the event that the PubCoCompany, any of the Surviving Corporation or the Company other Rumble Companies, SPAC, CallCo, ExchangeCo or any of their respective successors or assigns (or their respective successive successors and assigns) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCoCompany or SPAC, the Surviving Corporation respectively, shall ensure (and the Company and SPAC shall ensure cause their respective Subsidiaries to ensure) that proper provision shall be made so that the successors and assigns (and their respective successive successors and assigns) of the PubCo, the Surviving Corporation and the Company, any of the other Rumble Companies, SPAC, CallCo or ExchangeCo as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.13‎Section 6.7. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: ‎Section 6.7(a) through ‎(c): (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCoCompany, the Surviving Corporation and the Company other Rumble Companies, SPAC, CallCo, ExchangeCo and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, otherwise and (iv) shall survive the consummation of the business combination Closing and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, ListCo shall indemnify and hold harmless each present and former director and officer of the ListCo (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementTransactions) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingTransactions, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, ListCo would have been permitted under applicable Law and each its memorandum and articles of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement association or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Parties. From and after the Closing, ListCo will maintain a director indemnification agreement in customary form with each present and former director of ListCo (to the extent requested by such director) that provides, or ensure that its memorandum and articles of association or other Organizational Documents will provide, that on the terms and subject to the conditions set out therein, Listco shall advance, prior to the final disposition of any Action for which indemnification may be sought under this Section 8.03, promptly following request by such director therefor, all costs, fees and expenses (including the advancing reasonable attorneys’ fees and investigation expenses) incurred by such director in connection with any such Action upon receipt of expenses as incurred an undertaking by such director to the fullest extent permitted under applicable Law). Without limiting the foregoingrepay such advances if it is ultimately decided that such director is not entitled to indemnification pursuant to that indemnification agreement, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror ListCo or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawslaw. (b) For a period of six (6) years from the Share Exchange Closing, the PubCo ListCo shall use its commercially reasonable efforts to maintain in effect directors’ and officers’ liability insurance for such duration as may be agreed between ListCo and the Company covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ ListCo’s directors’ and officers’ liability insurance policies (trueincluding, correct and complete copies of which have been heretofore made available to in any event, the Company, Acquiror or their respective Representatives, as applicableD&O Indemnified Parties) on terms not less favorable than substantially similar to the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 8.03 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation ListCo and the Company and all of their respective its successors and assigns; and (ii) in . In the event that the PubCo, the Surviving Corporation ListCo or the Company or any of their its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCoListCo shall ensure, the Surviving Corporation and the Company shall ensure cause its Subsidiaries to ensure, that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, ListCo shall succeed to the obligations set forth in this Section 10.138.03. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this This Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and 8.03 shall not be terminated or modified in such a manner any material respect as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Merger Closing, each all rights to exculpation, indemnification and advancement of expenses existing as of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless date of this Agreement in favor of each present and former director and officer of the SPAC (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiessuch Person’s heirs, executors or administrators, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection under the SPAC’s Memorandum and Articles of Association publicly filed with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or the SEC prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, as in effect as of immediately prior to the date of this Agreement, shall survive the Merger Closing and (ii) not amend, repeal or otherwise modify such provisions shall continue in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For full force and effect for a period of six (6) years from form the Share Exchange Merger Closing Date. (b) (i) At or prior to the Closing, the PubCo SPAC shall maintain in effect its current directors’ and officers’ officer’s liability insurance covering those Persons who are currently covered by Acquiror’s, (the Company’s or their respective Subsidiaries’ directors’ “SPAC Current D&O Insurance”) and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an off annual premium for such insurance insurance, and (ii) upon the Merger Closing, PubCo shall extend and maintain in excess of three hundred percent (300%) effect the coverage of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance SPAC Current D&O Insurance by obtaining a six (6) year “tail” policy containing terms with respect to coverage, deductibles and amounts not materially less more favorable than the terms of such current insurance coverage the SPAC Current D&O Insurance with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within Merger Closing, provided that PubCo shall pay the total premium for such six (6) year period“tail” policy, any insurance required to be maintained under this Section 10.13 which in no event shall be continued exceed $435,000 in respect of such claim until the final disposition thereofaggregate. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, shall succeed to the obligations set forth in this Section 10.13. (d) On the Share Exchange Merger Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company PubCo and Acquiror SPAC with the directors and officers of PubCo after the consummation of the business combination contemplated herebyPubCo, which indemnification agreements shall continue to be effective following the Share Exchange Merger Closing. (ed) The provisions of this Section 10.1310.12: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Merger Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation Company and the Company and their respective successors and assigns, and (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Lawthe Cayman Companies Act or the Governing Documents of PubCo, ContractSPAC or their respective Subsidiaries, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Partyapplicable.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of the Surviving Company and Surviving Corporation agrees that it shalleach Subsidiary shall indemnify, to the fullest extent permitted under applicable Law, indemnify defend and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely individuals who at any time prior to the extent acting Effective Time were directors or officers of any HSE Group Entity (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacity capacities as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) against all Losses claims, damages, liabilities, costs, and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ feesfees and expenses), judgments, fines, lossesLosses, claims, damages or liabilities incurred and amounts paid in settlement in connection with any Legal Proceedingactual or threatened action, suit, claim, proceeding or investigation (and regardless of whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether any claim is asserted or claimed prior to, at or after the Share Exchange Closing, Effective Time) (each a “Claim”) to the fullest extent that the Company, Acquiror (A) required by HSE Charter Documents or their respective Subsidiaries, any Employment Agreement as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties and (including the advancing of expenses as incurred to the fullest extent B) permitted under applicable Law). Without limiting the foregoing, in the event any Indemnitee becomes involved in any capacity in any Claim then from and after the Effective Time, the Surviving Corporation Company shall periodically advance to such Indemnitee its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith) promptly after statements therefore are received (unless the Surviving Company shallshall elect to defend such Claim), subject to the provision by such Indemnitee of any undertaking to reimburse the amounts so advanced in the event of final non-appealable determination by a court of competent jurisdiction that such Indemnitee is not entitled thereto; provided, however, that neither the Surviving Company nor any Subsidiary thereof shall be liable for any settlement effected without the prior written consent of the Surviving Company. Notwithstanding anything in this Section 5.6 to the contrary, in no event shall the Surviving Company or any Subsidiary thereof be obligated to indemnify any Indemnitee for any Claim incurred by an Indemnitee arising from any claim by an equity holder of any HSE Group Entity, or any employee, partner, fiduciary, officer or agent thereof. (b) Effective as of the Effective Time, NGL shall cause the Surviving Company to purchase, and for the six (6) year period commencing immediately after the Effective Time, the Surviving Company shall cause their Subsidiaries to (i) maintain for in effect, a period directors’ and officers’ liability insurance policy with a term of not less than six (6) years from covering acts or omissions occurring at or prior to the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable Effective Time with respect to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required persons who are currently covered by applicable Laws. (b) For a period of six (6) years from the Share Exchange Closing, the PubCo shall maintain in effect HSE’s directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies policy (true, a correct and complete copies copy of which have has been heretofore made available to the CompanyNGL), Acquiror or their respective Representatives, as applicable) on terms with respect to such coverage, and in amount, not less favorable to HSE’s directors and officers currently covered by such insurance than the terms those of such current insurance coveragepolicy in effect on the date of this Agreement; provided, except that however, in no event shall the PubCo Surviving Company be required to pay expend more than an amount per year equal to 200% of current annual premium premiums paid by HSE for such insurance in excess insurance. Each of three hundred percent (300%) of HSE and NGL shall share equally the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms costs of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing premiums and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 HSE’s portion shall be continued in respect of such claim until the final disposition thereofincluded as a “HSE Transaction Cost” hereunder. (c) Notwithstanding anything contained in this Agreement The Indemnitees to the contrary, (i) whom this Section 10.13 shall survive the Share Exchange Closing indefinitely and 5.6 applies shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all third party beneficiaries of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, shall succeed to the obligations set forth in this Section 10.13. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) 5.6. The provisions of this Section 10.13: (i) 5.6 are intended to be for the benefit of, of and shall be enforceable by, by each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified PartyIndemnitee, his or her heirs and his or her personal representatives, (ii) . This Section 5.6 shall be binding on the PubCo, the Surviving Corporation and the Company and their respective its successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, ListCo shall indemnify and hold harmless each present and former director and officer of the ListCo (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementListCo) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, ListCo would have been permitted under applicable Law and each its memorandum and articles of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement association or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Parties. From and after the Closing, ListCo will maintain a director indemnification agreement in customary form with each present and former director of ListCo that provides, or ensure that its memorandum and articles of association or other Organizational Documents will provide, that on the terms and subject to the conditions set out therein, Listco shall advance, prior to the final disposition of any Action for which indemnification may be sought under this Section 8.03, promptly following request by such director therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such director in connection with any such Action upon receipt of an undertaking by such director to repay such advances if it is ultimately decided that such director is not entitled to indemnification pursuant to that indemnification agreement, the advancing Organizational Documents of expenses as incurred to the fullest extent permitted under ListCo or applicable Law)law. Without limiting the foregoing, the Surviving Corporation and the Company ListCo shall, and shall cause their its Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing its memorandum and articles of association or other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of ListCo or the Company’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents memorandum and articles of association of ListCo or the Company, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange Closing, the PubCo ListCo shall use its commercially reasonable efforts to maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ ListCo’s directors’ and officers’ liability insurance policies (trueincluding, correct and complete copies of which have been heretofore made available to in any event, the Company, Acquiror or their respective Representatives, as applicableD&O Indemnified Parties) on terms not less favorable than substantially similar to the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 8.03 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation ListCo and the Company and all of their respective its successors and assigns; and (ii) in . In the event that the PubCo, the Surviving Corporation ListCo or the Company or any of their its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCoListCo shall ensure, the Surviving Corporation and the Company shall ensure cause its Subsidiaries to ensure, that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, ListCo shall succeed to the obligations set forth in this Section 10.138.03. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this This Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and 8.03 shall not be terminated or modified in such a manner any material respect as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after Regardless of whether the Share Exchange ClosingMerger becomes effective, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each and shall pay expenses to the present and former director directors and officer officers of Company, and each Person who prior to the latter to occur of the Closing or the Effective Time becomes an officer or director of Company (x) Company and each an "Indemnified Person"), in respect of its Subsidiaries (in each case, solely to the extent acting acts or omissions by any of them in their capacity capacities as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closinglatter to occur of the Closing or the Effective Time (including, whether asserted without limitation, for acts or claimed prior toomissions occurring in connection with this Agreement and the consummation of the Merger) (collectively, at or after the Share Exchange Closing, "Indemnified Losses") to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted permissible under applicable Law and each under the Certificate of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation Incorporation and the Bylaws of Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) seven years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of one Business Day after the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawshereof. (b) For a period Parent agrees that commencing at the latter to occur of six (6) the Closing or the Effective Time and for seven years from and one Business Day after the Share Exchange Closinglatter to occur of the Closing or the Effective Time, the PubCo bylaws of the Surviving Corporation shall maintain in effect directors’ provide that the Surviving Corporation shall indemnify and officers’ liability insurance covering those Persons who are currently covered by Acquiror’shold harmless, and shall pay expenses to, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (trueIndemnified Persons, correct and complete copies in respect of which have been heretofore made available Indemnified Losses to the Companyfullest extent permissible under Law and, Acquiror or their respective Representativesin any event, as applicable) on terms not no less favorable than the terms of such current insurance coverage, except that the Certificate of Incorporation and the Bylaws of Company in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or effect immediately prior to the Share Exchange latter to occur of the Closing or the Effective Time. Such provisions of the Surviving Corporation's certificate of incorporation and (ii) if bylaws relating to the indemnification of Indemnified Persons for Indemnified Losses shall not be amended, modified, repealed or rescinded for a period of seven years and one Business Day after the latter to occur of the Closing or the Effective Time in any manner that would materially and adversely effect the rights of Indemnified Persons thereunder, unless such modification shall be required by Law. Without limiting the generality of the foregoing, the Indemnified Losses shall include reasonable costs of prosecuting a claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 5.10(b). The Parent shall be continued cause the Surviving Corporation to honor, assume and perform the obligations of Company in respect the place and stead of Company under any and all indemnification agreements between Company and any such claim until Indemnified Persons in existence on the final disposition thereofClosing Date (which agreements have been made available by Company to the Parent). (c) Notwithstanding anything contained in this Agreement Parent and Purchaser agree that commencing at the latter to occur of the contraryClosing or the Effective Time and for six years and one Business Day after the latter to occur of the Closing or the Effective Time, (i) this Section 10.13 Parent or Purchaser shall survive the Share Exchange Closing indefinitely obtain and provide at its expense, or shall be binding, jointly and severally, on the PubCo, cause the Surviving Corporation to obtain and the provide at its expense (and shall provide evidence to Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, Parent has obtained and provided or caused the Surviving Corporation to obtain or provide same on or before the Closing), officers' and directors' liability insurance or officers' and directors' liability tail insurance policies with respect to acts or omissions occurring prior to the latter to occur of the Closing or the Company Effective Time (including, without limitation, for acts or any of their successors or assigns consolidates omissions occurring in connection with or merges into any other Person this Agreement and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each consummation of the PubCoMerger) covering each Indemnified Person on terms with respect to coverage and amount (including with respect to the payment of attorney's fees) no less favorable than those of Company's policies in effect or bound on the date hereof (the "D&O Tail Insurance"); provided, however, that if the foregoing would otherwise require Parent, Purchaser or Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns to collectively pay in excess of the PubCo$787,000 in additional aggregate premiums to obtain such tail insurance, the Surviving Corporation and the Company, as applicable, shall succeed to then the obligations set forth above shall extend only to obtaining such policies with respect to coverage and amount that can be obtained for a maximum of $787,000 in this Section 10.13aggregate premiums. (d) On the Share Exchange Closing Date, PubCo The rights of each Indemnified Person and his or her heirs and legal representatives under this Section 5.10 shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the survive consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) Merger and are intended to be for the benefit ofbenefit, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified PartyPerson.

D&O Indemnification and Insurance. (a) From For not less than six (6) years from and after the Share Exchange ClosingClosing Date, each of Purchaser and the Company and Surviving Corporation agrees that it shall, to and shall cause the fullest extent permitted under applicable Lawother Transferred Entities to, indemnify and hold harmless each present and all current or former director and officer officers, directors, partners, members, managers or employees of the Transferred Entities (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in or their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreementrespective predecessors) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiescollectively, the “D&O Indemnified PartiesIndemnitees”) against any costs or expenses (including reasonable advancing attorneys’ feesfees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each D&O Indemnitee to the extent permitted by applicable Law; provided that such D&O Indemnitee agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such D&O Indemnitee is not ultimately entitled), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any Legal Proceedingactual or threatened claim, whether civilaction, criminalinvestigation, administrative suit or investigative, arising out proceeding in respect of acts or pertaining omissions occurring or alleged to matters existing or occurring have occurred at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange ClosingClosing (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Sale or the other transactions contemplated hereby), in connection with such Persons serving as an officer, director, employee, agent or other fiduciary of any Transferred Entity or of any Person if such service was at the request or for the benefit of any of the Transferred Entities, to the fullest extent permitted by Law. Notwithstanding anything herein to the contrary, if any D&O Indemnitee notifies Purchaser on or prior to the sixth (6th) anniversary of the Closing Date of a matter in respect of which such Person may seek indemnification pursuant to this Section 5.8(a), the provisions of this Section 5.8(a) shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. (b) From and after the Closing, Purchaser and the Company shall and shall cause the other Transferred Entities to take any necessary actions to provide that the Company, Acquiror or their respective Subsidiariesall rights to indemnification and all limitations on liability existing in favor of D&O Indemnitees, as provided in (i) the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents of the Transferred Entities in effect on the date of this Agreement to indemnify such or (ii) any agreement providing for indemnification by any Transferred Entity of any of the D&O Indemnified Parties Indemnitees in effect on the date of this Agreement shall survive the (including the advancing of expenses as incurred c) Prior to the fullest extent permitted under applicable Law). Without limiting the foregoingClosing Date, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to obtain extended reporting period (“ERP”) or “tail” insurance policies for (i) maintain the directors’ and officers’ liability coverage of the Transferred Entities’ existing managers, directors’ and officers’ insurance policies, and (ii) the Transferred Entities’ existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of not less than at least six (6) years from and after the Share Exchange Closing provisions in their respective Governing Documents concerning Date from an insurance carrier with the indemnification and exoneration (including provisions relating to expense advancement) of same or better credit rating as the Company’s, Acquiror’s and their SubsidiariesTransferred Entities’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, insurance carrier as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any hereof with respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For a period of six (6) years from the Share Exchange Closing, the PubCo shall maintain in effect to directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ fiduciary liability insurance policies (truewith terms, correct conditions, retentions and complete copies limits of which have been heretofore made available liability that are as favorable to the Company, Acquiror or their respective Representatives, insureds as applicable) on terms not less favorable than is reasonably possible as the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directorsTransferred Entities’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage existing policies with respect to claims existing matters claimed against a director, manager or occurring at officer of any Transferred Entity by reason of him or her serving in such capacity that existed or occurred on or prior to the Share Exchange Closing Date and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 the Transferred Entities shall be continued in respect responsible for any retention or deductible related to a claim made under the ERP insurance policies ; provided that the Company not commit or spend on such ERP insurance policy more than $200,000 (the “Base Amount”), and if the cost of such claim until ERP insurance policy would otherwise exceed the final disposition thereofBase Amount, the Company shall be permitted to purchase as much coverage as reasonably practicable for the Base Amount. (cd) Notwithstanding anything contained in this Agreement to In the contraryevent that any Transferred Entity, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all Purchaser or any of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its their respective properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Companysuch Transferred Entity or Purchaser, as applicablethe case may be, shall succeed to or assume the obligations set forth in this Section 10.13. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing5.8. (e) The provisions obligations of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation Purchaser and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and under this Section 5.8 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party indemnitee to whom this Section 5.8 applies without the prior express written consent of such D&O Indemnified Partyaffected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.8 applies shall be third-party beneficiaries of this Section 5.8).

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of PubCo and the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company KE Companies, Parent and each of its Subsidiaries any Acquisition Entity (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) KE Companies, Parent or such Acquisition Entity, respectively (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”)) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the CompanyKE Companies, Acquiror Parent or their respective Subsidiariessuch Acquisition Entity, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Governing 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 LawLaw which shall be conditioned on an undertaking to repay any such expenses if it is ultimately determined that such D&O Indemnified Party was not entitled thereto). Without limiting the foregoing, PubCo and the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to the KE Companies to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanyKE Companies’ and Parent’s or each Acquisition Entity’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents of the Companyapplicable KE Companies, Acquiror Parent or their respective Subsidiariessuch Acquisition Entity, as applicablerespectively, in each case, as of the date of this AgreementAgreement; provided that all Governing Documents entered into or adopted as of the Effective Time or otherwise in connection with the Transactions and a copy of which has been provided to Parent shall be deemed to satisfy such requirements, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange Closing, the each of PubCo and Parent shall (and PubCo shall cause the Surviving Corporation, the Company and the other KE Companies to) maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquirorthe KE Companies’ (accurate and complete copies of which have been made available to Parent prior to the date of this Agreement or its Representatives, respectively), Parent’s or any Acquisition Entity’s, the Company’s or their respective Subsidiaries’ respectively, directors’ and officers’ liability insurance policies (trueincluding, correct and complete copies of which have been heretofore made available to in any event, the Company, Acquiror or their respective Representatives, as applicableD&O Indemnified Parties) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall PubCo, the PubCo KE Companies, Parent or any Acquisition Entity be required to pay an annual premium for such insurance in excess of three hundred percent (300%) % of the aggregate annual premium payable by Acquiror the KE Companies, Parent or the Companysuch Acquisition Entity, as applicablerespectively, for such insurance policy for the year ended December 31, 2021; 2023; provided, however, that (i) notwithstanding anything to the PubCo contrary contained in this Agreement, each of PubCo, the KE Companies and Parent may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and if and to the extent such policies have been obtained prior to the Closing with respect to any such Persons, PubCo, the KE Companies and Parent, respectively, shall maintain such policies in effect and continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six (6) six-year period, any insurance required to be maintained under this Section 10.13 7.5 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 7.5 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and Corporation, the Company KE Companies, Parent and all of their respective successors and assigns (and their respective successive successors and assigns; and (ii) in ). In the event that the PubCo, the Surviving Corporation or Corporation, the Company KE Companies, Parent or any of their respective successors or assigns (or their respective successive successors and assigns) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of PubCo, the Surviving Corporation, the KE Companies or Parent, respectively, shall ensure (and PubCo, the Surviving Corporation and the Company shall ensure cause its Subsidiaries to ensure) that proper provision shall be made so that the successors and assigns (and their respective successive successors and assigns) of the PubCo, the Surviving Corporation and Corporation, the CompanyKE Companies or Parent, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.137.5. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: 7.5(a) through (c): (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and Corporation, the Company KE Companies, Parent and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, otherwise and (iv) shall survive the consummation of the business combination Closing and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of Buyer shall cause the Company and Surviving Corporation agrees that it shall, Precoat Subsidiaries to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director director, manager and officer of the (x) Company and each of its Precoat Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages Losses or liabilities claims 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 Share Exchange Closing, whether asserted or 54 claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, applicable Precoat Subsidiary would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents its Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including Person. To the advancing of maximum extent permitted by applicable Law, such indemnification shall be mandatory rather than permissive, and Buyer shall cause the Precoat Subsidiaries to advance expenses as incurred in connection with such indemnification, in each case to the fullest extent permitted under provided in the applicable Law)Organizational Documents. Without limiting the foregoing, the Surviving Corporation and the Company shall, and Buyer shall cause their Subsidiaries to (i) maintain the Precoat Subsidiaries, for a period of not less than six (6) years from the Share Exchange Closing Date, (i) to maintain provisions in their respective Governing its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Precoat Subsidiaries’ former and current officers, directors, employees, managers and agents officers that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, Precoat Subsidiaries in each case, as of effect on the date of this Agreement, Agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange Closing Date, Buyer shall cause the Precoat Subsidiaries to maintain in effect, with respect to matters existing or occurring at or prior to the Closing, the PubCo shall maintain in effect directors’ and officers’ liability and fiduciary and employment practices insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability and fiduciary insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) held by Seller on terms not less favorable than substantially equivalent to the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, however, that (i) the PubCo Buyer may cause coverage to be extended under the current directors’ and officers’ liability and fiduciary and employment practices insurance policies by obtaining obtaining, at or prior to the Closing, at the sole cost of Buyer, a prepaid, non-cancelable six (6) year 6)-year “tail” policy (the “Tail Policy”) (containing terms not materially less favorable than substantially equivalent to the terms of such current insurance coverage coverage) with respect to claims matters existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) six-year period, any insurance required to be maintained under this Section 10.13 5.16(b) shall be continued in respect of such claim until the final disposition thereof; provided, further that in no event will Buyer or any Precoat Subsidiary be required to expend an annual premium for such Tail Policy coverage in excess of 200% of the last annual premium paid by Seller or any of its Affiliates for such similar insurance prior to the date of this Agreement (the “Maximum Premium”). If such coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Maximum Premium, Buyer will cause the applicable Precoat Subsidiary to obtain that amount of coverage in the form of the Tail Policy obtainable for an annual premium equal to the Maximum Premium. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 5.16 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in assigns of Buyer. In the event that the PubCo, the Surviving Corporation Buyer or the Company any Precoat Subsidiary or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of Buyer or the PubCo, the Surviving Corporation and the CompanyPrecoat Subsidiary, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.13. (d) On 5.16. From and after the Share Exchange Closing DateClosing, PubCo Buyer shall enter into customary indemnification agreements reasonably satisfactory assume, and be jointly and severally liable for, and shall cause the Precoat Subsidiaries to honor, each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of covenants in this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party5.16.

D&O Indemnification and Insurance. (a) From All rights to indemnification, advancement of expenses and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs exculpation from liabilities for acts 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 omissions occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after Effective Time (including the Share Exchange Closing, to transactions contemplated by this Agreement) now existing in favor of the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such WMZ D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions provided in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of any WMZ Group Entity (other than NWP), under applicable Delaware law, or otherwise, shall continue in full force and effect in accordance with their terms after the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsEffective Time. (b) For a period of six (6) years from after the Share Exchange ClosingEffective Time, the PubCo WPZ shall maintain in effect directorsofficers’ and officersdirectors’ liability insurance covering those Persons each WMZ D&O Indemnified Party who are currently is or at any time prior to the Effective Time was covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directorsexisting officers’ and officersdirectors’ liability insurance policies (true, correct and complete copies of which have been heretofore made available applicable to the Company, Acquiror or their respective Representatives, as applicableWMZ Group Entities (“D&O Insurance”) on terms substantially no less advantageous to the WMZ D&O Indemnified Parties than such existing insurance with respect to acts or omissions, or alleged acts or omissions, prior to the Effective Time (whether claims, actions or other proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time); provided, however, that WPZ shall not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance the D&O Insurance in excess of three hundred percent (300%) 200% of the aggregate current annual premium payable currently paid by Acquiror the WMZ Group Entities for such insurance, but in such case shall purchase as much of such coverage as possible for such amount. Such insurance shall contain a “no rescission” endorsement or the Company, as applicable, for such insurance policy for substantive equivalent thereof. WPZ shall have the year ended December 31, 2021; provided, that (i) the PubCo may right to cause coverage to be extended under the current directors’ and officers’ liability insurance D&O Insurance by obtaining a six (6) six-year “tail” policy containing on terms not materially and conditions no less favorable advantageous than the terms existing D&O Insurance, and such “tail” policy shall satisfy the provisions of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereof5.11. (c) Notwithstanding anything contained in The provisions of this Agreement Section 5.11 shall survive the consummation of the Merger and expressly are intended to benefit each of the contrary, WMZ D&O Indemnified Parties. (d) In the event WPZ or any of its successors or assigns (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, then and in each either such case, each of the PubCo, the Surviving Corporation and the Company WPZ shall ensure that cause proper provision shall to be made so that the its successors and assigns of the PubCo, the Surviving Corporation and the Companyassigns, as applicablethe case may be, shall succeed to assume the obligations set forth in this Section 10.135.11. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of the Company and Surviving Corporation ILG agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director director, officer and officer employee of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) any Vistana Entity against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingEffective Time, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that Starwood or any of its Subsidiaries (including the Company, Acquiror or their respective SubsidiariesVistana Entities), as the case may be, would have been permitted under applicable Law and each the Organizational Documents of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Vistana in effect on the date of this Agreement Execution Date to indemnify such D&O Indemnified Parties Person (including the promptly advancing of expenses as incurred to the fullest extent permitted under applicable Lawsuch Organizational Documents). Without limiting the foregoing, the Surviving Corporation and the Company shall, and ILG shall cause their Subsidiaries to the Vistana Entities (i) to maintain for a period of not less than six (6) years from the Share Exchange Closing Effective Time provisions in their respective Governing Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their SubsidiariesVistana Entities’ respective former and current officers, directors, employees, employees and agents that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of Starwood or any of its Subsidiaries (including the Company, Acquiror or their respective SubsidiariesVistana Entities), as applicable, in each case, as of the date of this Agreement, Execution Date and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For Starwood shall obtain, at Starwood’s sole cost and expense, as provided in the Separation Agreement, (i) a period of prepaid, non-cancelable six (6) years from 6)-year “tail” policy commencing on the Share Exchange Closing, Closing Date containing terms not less favorable than the PubCo shall maintain in effect terms of directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies of Starwood or any of its Subsidiaries (true, correct and complete copies of which have been heretofore made available to including the Company, Acquiror or their respective Representatives, as applicableVistana Entities) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims matters existing or occurring at or prior to the Share Exchange Closing and Effective Time or (ii) if an endorsement under ILG’s existing directors’ and officers’ liability insurance policy to provide such coverage. If any claim is asserted or made within such six (6) year 6)-year period, then any insurance required to be maintained under this Section 10.13 7.08 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 7.08 shall survive the Share Exchange Closing indefinitely consummation of the transactions contemplated hereby and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; assigns of ILG and (ii) in Vistana. In the event that the PubCo, the Surviving Corporation ILG or the Company Vistana or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the CompanyILG or Vistana, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.137.08. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of the Company and Surviving Corporation shall, and Ainge agrees that it shall, to shall cause the fullest extent permitted under applicable LawSurviving Corporation to, indemnify and hold harmless each Person who at the Effective Time is a present and or former director and or officer of the any A&S Company (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the a “D&O Indemnified PartiesIndemnitee”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing the fact that a D&O Indemnitee was a director or occurring officer of an A&S Company at the request of an A&S Company at or prior to the Share Exchange ClosingEffective Time, in each case, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that Fox or any of its Subsidiaries (including the Company, Acquiror or their respective SubsidiariesA&S Companies), as the case may be, would have been permitted under applicable Law and each the Organizational Documents of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Newco in effect on the date of this Agreement hereof to indemnify such D&O Indemnified Parties Person (including the promptly advancing of expenses as incurred to the fullest extent permitted under applicable Lawsuch Organizational Documents). Without limiting the foregoing, the Surviving Corporation and the Company shall, and Ainge shall cause their Newco and its Subsidiaries to (i) to maintain for a period of not less than six (6) years from the Share Exchange Closing Effective Time provisions in their respective Governing Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their SubsidiariesA&S Companies’ respective former and current officers, directors, employees, officers and agents directors that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror or their respective Subsidiariessuch A&S Companies, as applicable, in each case, as of the date of this Agreement, hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For a period of six (6) years from the Share Exchange Closing, the PubCo shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except any Legal Requirement; provided that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 D&O Indemnitee shall be continued indemnified against any cost, expense, judgment, fine, loss, claim, damage or liability in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, shall succeed to the obligations set forth in this Section 10.13. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of fraud committed by such D&O Indemnified PartyIndemnitee.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of PubCo and the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company Nettar Companies, SPAC and each of its Subsidiaries any Acquisition Entity (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) Nettar Companies, SPAC or such Acquisition Entity, respectively (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”)) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the CompanyNettar Companies, Acquiror SPAC or their respective Subsidiariessuch Acquisition Entity, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Governing 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 LawLaw which shall be conditioned on an undertaking to repay any such expenses if it is ultimately determined that such D&O Indemnified Party was not entitled thereto). Without limiting the foregoing, PubCo and the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to the other Nettar Companies to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanyNettar Companies’ and each Acquisition Entity’s or SPAC’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents of the Companyapplicable Nettar Companies, Acquiror such Acquisition Entity or their respective SubsidiariesSPAC, as applicablerespectively, in each case, as of the date of this Agreement; provided that all Governing Documents entered into or adopted as of the Initial Merger Effective Time or otherwise in connection with the Transactions and a copy of which has been provided to SPAC shall be deemed to satisfy such requirements, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange Closing, each of PubCo, the PubCo Surviving Corporation and SPAC shall (and the Surviving Corporation shall cause the other Nettar Companies to) maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective SubsidiariesNettar Companies’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to SPAC and Company prior to the Company, Acquiror date of this Agreement or their respective its Representatives, as applicablerespectively), any Acquisition Entity’s or SPAC’s, respectively, directors’ and officers’ liability insurance policies (including, in any event, the D&O Indemnified Parties) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall PubCo, the PubCo Nettar Companies, any Acquisition Entity or SPAC be required to pay an annual premium for such insurance in excess of three hundred percent (300%) % of the aggregate annual premium payable by Acquiror the Nettar Companies, such Acquisition Entity or the CompanySPAC, as applicablerespectively, for such insurance policy for the year ended December 31, 2021; provided, however, that (i) notwithstanding anything to the PubCo contrary contained in this Agreement, each of PubCo, the Surviving Corporation and SPAC may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and if and to the extent such policies have been obtained prior to the Closing with respect to any such Persons, the Nettar Companies, PubCo and SPAC, respectively, shall maintain such policies in effect and continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six (6) six-year period, any insurance required to be maintained under this Section 10.13 6.5 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 6.5 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and Corporation, the Company other Nettar Companies, SPAC and all of their respective successors and assigns (and their respective successive successors and assigns; and (ii) in ). In the event that the PubCo, the Surviving Corporation or Corporation, any of the Company other Nettar Companies, SPAC or any of their respective successors or assigns (or their respective successive successors and assigns) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, Surviving Corporation or SPAC, respectively, shall ensure (and PubCo, the Surviving Corporation and the Company SPAC shall ensure cause its Subsidiaries to ensure) that proper provision shall be made so that the successors and assigns (and their respective successive successors and assigns) of the PubCo, the Surviving Corporation and Corporation, any of the Companyother Nettar Companies or SPAC, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.136.5. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: 6.5(a) through (c): (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company Corporation, SPAC and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, otherwise and (iv) shall survive the consummation of the business combination Closing and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after For a period of six (6) years from the Share Exchange ClosingClosing Date, each of the Company and Surviving Corporation RMT Partner agrees that it shall, to shall cause the fullest extent permitted under applicable Law, Spinco Entities to) indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) any Spinco Entity (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, lossesLosses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingClosing (including those matters pertaining to this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby), whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that Remainco or any of its Subsidiaries (including the Company, Acquiror or their respective SubsidiariesSpinco Entities), as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Organizational Documents in effect on the date of this Agreement hereof to indemnify such D&O Indemnified Parties Person (including the promptly advancing of expenses as incurred in accordance with and to the fullest extent permitted under applicable Lawsuch Organizational Documents; provided that such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For a period of RMT Partner shall cause the Spinco Entities to procure (i) prepaid, non-cancelable six (66)-year “tail” insurance commencing on the Closing Date containing terms no less favorable in the aggregate to the Indemnified Parties (including as to coverage and amounts) years from than the Share Exchange Closing, terms of the PubCo shall maintain in effect directors’ and officers’ liability insurance covering those Persons the Indemnified Parties who are currently are, or at any time prior to the Closing were, covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies of Remainco or any of its Subsidiaries (true, correct and complete copies of which have been heretofore made available to including the Company, Acquiror or their respective Representatives, as applicableSpinco Entities) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims matters existing or occurring at or prior to the Share Exchange Closing Effective Time (including those matters pertaining to this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby), (ii) an endorsement under RMT Partner’s existing directors’ and officers’ liability insurance to provide such coverage or (iii) separate directors’ and officers’ liability insurance, with appropriate retroactive dates, providing such coverage. Notwithstanding the foregoing, RMT Partner shall not be required to pay annual premiums in excess of 250% of the last annual premium paid by Remainco prior to the date hereof (the “Premium Cap”), and if the amount of the premium necessary to maintain such insurance described in this Section 8.9(b) would at any time exceed the Premium Cap, then RMT Partner shall cause to be maintained policies of insurance coverage which provide the maximum coverage available at an annual premium equal to the Premium Cap. If any claim is asserted or made within such six (6) year 6)-year period, any then the insurance required to be maintained under this Section 10.13 8.9 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 8.9 shall survive the Share Exchange Closing indefinitely consummation of the transactions contemplated hereby and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; assigns of RMT Partner and (ii) in Spinco and is intended to be for the benefit of, and will be enforceable by, each present and former director and officer of any Spinco Entity and his or her heirs and representatives. In the event that the PubCo, the Surviving Corporation RMT Partner or the Company Spinco or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation RMT Partner and the CompanySpinco, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.138.9. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From For not less than six (6) years from and after the Share Exchange ClosingClosing Date, each of Purchaser and the Company and Surviving Corporation agrees that it Transferred Companies shall, to and shall cause the fullest extent permitted under applicable LawTransferred Entities to, indemnify and hold harmless each present all current or former officers and former director and officer directors of the Transferred Entities (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in or their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreementrespective predecessors) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiescollectively, the “D&O Indemnified PartiesIndemnitees”) against any costs or expenses (including reasonable advancing attorneys’ feesfees and expenses in advance of the final disposition of any actual or threatened Action to each D&O Indemnitee to the extent permitted by applicable Law; provided that such D&O Indemnitee agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such D&O Indemnitee is not ultimately entitled), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any Legal Proceeding, whether civil, criminal, administrative actual or investigative, arising out threatened Action in respect of acts or pertaining omissions occurring or alleged to matters existing or occurring have occurred at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, in connection with such Persons serving as an officer or director of any Transferred Entity or of any Person if such service was at the request or for the benefit of any of the Transferred Entities, to the fullest extent permitted by Law. Notwithstanding anything herein to the contrary, if any D&O Indemnitee notifies Purchaser on or prior to the sixth (6th) anniversary of the Closing Date of a matter in respect of which such Person may seek indemnification pursuant to this Section 5.19(a), the provisions of this Section 5.19(a) shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. (b) From and after the Closing, Purchaser and the Transferred Companies shall and shall cause the Transferred Entities to take any necessary actions to provide that the Company, Acquiror or their respective Subsidiariesall rights to indemnification and all limitations on liability existing in favor of any D&O Indemnitees, as provided in (i) the case may be, would have been permitted under applicable Law and each Organizational Documents of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents the Transferred Entities in effect on the date of this Agreement to indemnify such or (ii) any agreement providing for indemnification by any Transferred Entity of any of the D&O Indemnified Parties Indemnitees in effect on the date of this Agreement and set forth on Section 5.19 of the Parent Disclosure Schedule shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Transferred Entities. (including the advancing of expenses as incurred c) Prior to the fullest extent permitted under applicable Law). Without limiting the foregoingClosing Date, the Surviving Corporation and Transferred Companies (or a Seller on behalf of the Company shallTransferred Companies) shall obtain, and Purchaser shall cause their Subsidiaries to fully pay (or reimburse the Transferred Companies or such Seller for) the premium for, “tail” insurance policies for the extension of (i) maintain the directors’ and officers’ liability coverage of the Transferred Entities’ existing managers, directors’ and officers’ insurance policies, and (ii) the Transferred Entities’ existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of not less than at least six (6) years from and after the Share Exchange Closing provisions in their respective Governing Documents concerning Date from an insurance carrier with the indemnification and exoneration (including provisions relating to expense advancement) of same or better credit rating as the Company’s, Acquiror’s and their SubsidiariesTransferred Entities’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, insurance carrier as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any hereof with respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For a period of six (6) years from the Share Exchange Closing, the PubCo shall maintain in effect to directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ fiduciary liability insurance policies (truewith terms, correct conditions, retentions and complete copies limits of which have been heretofore made available liability that are at least as favorable to the Companyinsureds as the Transferred Entities’ existing policies with respect to any matter claimed against a director, Acquiror manager or their respective Representatives, as applicableofficer of any Transferred Entity by reason of him or her serving in such capacity that existed or occurred on or prior to the Closing Date (including in connection with this Agreement or the transactions or actions contemplated hereby); provided that the Transferred Companies (or such Seller) not commit or spend on terms not less favorable such “tail” insurance policy more than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) % of the last aggregate annual premium payable by Acquiror allocated to the Transferred Companies (or such Seller) prior to the Company, as applicable, date hereof for such insurance policy for existing policies (the year ended December 31“Base Amount”), 2021; provided, that (i) and if the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year cost of such “tail” policy containing terms not materially less favorable than would otherwise exceed the terms of Base Amount, the Transferred Companies (or such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (iiSeller) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until permitted to purchase as much coverage as reasonably practicable for the final disposition thereofBase Amount. (cd) Notwithstanding anything contained in this Agreement to In the contraryevent that any Transferred Entity, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all Purchaser or any of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its their respective properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Companysuch Transferred Entity or Purchaser, as applicablethe case may be, shall succeed to or assume the obligations set forth in this Section 10.13. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing5.19. (e) The provisions obligations of Purchaser and the Transferred Companies under this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and 5.19 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party indemnitee to whom this Section 5.19 applies without the prior express written consent of such D&O Indemnified Partyaffected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.19 applies shall be third-party beneficiaries of this Section 5.19).

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, ListCo shall indemnify and hold harmless each present and former director and officer of the ListCo (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementListCo) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, ListCo would have been permitted under applicable Law and each its memorandum and articles of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement association or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Parties. From and after the Closing, ListCo will maintain a director indemnification agreement in customary form with each present and former director of ListCo that provides, or ensure that its memorandum and articles of association or other Organizational Documents will provide, that on the terms and subject to the conditions set out therein, ListCo shall advance, prior to the final disposition of any Action for which indemnification may be sought under this Section 8.03, promptly following request by such director therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such director in connection with any such Action upon receipt of an undertaking by such director to repay such advances if it is ultimately decided that such director is not entitled to indemnification pursuant to that indemnification agreement, the advancing Organizational Documents of expenses as incurred to the fullest extent permitted under ListCo or applicable Law)law. Without limiting the foregoing, the Surviving Corporation and the Company ListCo shall, and shall cause their its Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing its memorandum and articles of association or other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of ListCo or the Company’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents memorandum and articles of association of ListCo or the Company, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange Closing, the PubCo ListCo shall use its commercially reasonable efforts to maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ ListCo’s directors’ and officers’ liability insurance policies (trueincluding, correct and complete copies of which have been heretofore made available to in any event, the Company, Acquiror or their respective Representatives, as applicableD&O Indemnified Parties) on terms not less favorable than substantially similar to the terms of such current insurance coverage, except that or in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms absence of such current insurance coverage with respect to claims existing or occurring policies, covering the Company’s and ListCo’s directors (including prospective directors whose appointment shall become effective at or prior to the Share Exchange Closing Closing) and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereofofficers on terms customary for similarly situated companies. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 8.03 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation ListCo and the Company and all of their respective its successors and assigns; and (ii) in . In the event that the PubCo, the Surviving Corporation ListCo or the Company or any of their its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCoListCo shall ensure, the Surviving Corporation and the Company shall ensure cause its Subsidiaries to ensure, that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, ListCo shall succeed to the obligations set forth in this Section 10.138.03. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of the Company and Surviving Corporation Purchaser agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”their business) and (y) Acquiror Purchaser and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with Persons in the Company Indemnified Partiesforegoing (x) and (y) are collectively referred to as, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingEffective Time, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that the Company, Acquiror Purchaser or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company Purchaser shall, and shall cause their its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing Effective Time provisions in their respective Governing its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, AcquirorPurchaser’s and their its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange ClosingEffective Time, the PubCo Purchaser shall maintain in effect directors’ and officers’ liability insurance (“D&O Tail”) covering those Persons who are currently covered by AcquirorPurchaser’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror Purchaser or their respective Representatives, as applicableits agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo Purchaser be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror Purchaser or the Company, as applicable, for such insurance policy for the year ended December 31, 20212023; provided, however, that (i) the PubCo Purchaser may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing Effective Time and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 8.5 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 8.5 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company Purchaser and all of their respective successors and assigns; and (ii) in assigns of Purchaser. In the event that the PubCo, the Surviving Corporation or the Company Purchaser or any of their its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company Purchaser shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, Purchaser shall succeed to the obligations set forth in this Section 10.138.5. (d) On the Share Exchange Closing Date, PubCo Purchaser shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror Purchaser with the post-Closing directors and officers of PubCo after the consummation of the business combination contemplated herebyPurchaser, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From The Parties agree that all rights to indemnification or exculpation now existing in favour of the present and after the Share Exchange Closing, former directors and officers of each of the Company Principal Parties and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of the their respective subsidiaries (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiescollectively, the “D&O Indemnified PartiesD&Os”) 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 Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date hereof, will survive the completion of this Agreementthe Plan of Arrangement and will continue in full force and effect without modification, and GMIN and Reunion Gold and any successor to such Party (iiincluding New Parent) not amend, repeal or otherwise modify shall continue to honour such provisions in any respect that would adversely affect the rights of those Persons thereunderindemnification and indemnify the Indemnified D&Os pursuant thereto, in each casewith respect to actions or omissions of the Indemnified D&Os occurring prior to the Effective Time, except as required by applicable Lawsfor six years following the Effective Date. (b) For a period of six (6) years from Prior to the Share Exchange ClosingEffective Date, the PubCo Principal Parties shall maintain in effect cause New Parent to, or cause Reunion Gold or GMIN, as applicable, or their respective successors to, purchase customary “tail” or “run off” directors’ and officers’ liability insurance covering those Persons who are currently covered providing protection no less favourable in the aggregate to the protection provided by Acquiror’sthe policies maintained by GMIN, the Company’s or Reunion Gold and their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of subsidiaries which have been heretofore made available are in effect immediately prior to the Company, Acquiror Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date for a period of six years from the Effective Date and the Principal Parties and their respective Representativessubsidiaries shall maintain such policies in effect without any reduction in scope or coverage for six years following the Effective Date, as applicable) on terms not less favorable than provided that the terms aggregate cost of such policy for the six year period shall not exceed 350% of the current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable policies currently maintained by Acquiror Reunion Gold or the CompanyGMIN, as applicable, for and that each Principal Party shall consult with the other Principal Party before purchasing such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereofinsurance. (c) Notwithstanding anything contained in this Agreement to the contraryIf New Parent, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be bindingGMIN, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all Reunion Gold or any of their subsidiaries or any of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns (i) consolidates with or merges into any other Person and shall is not be the a continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company New Parent shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Companyany successor or assign (including, as applicable, shall succeed to any acquiror of substantially all of the properties and assets) assumes all of the obligations set forth in this Section 10.137.6. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) 7.6 are intended to be for the benefit of, and shall be enforceable by, each Person who is now, insured or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Partyindemnified Person, his or her heirs and his or her personal representativeslegal representatives and, (ii) shall be binding on the PubCofor such purpose, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation each of the business combination Principal Parties hereby confirms that it is acting as agent and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.trustee on their behalf. Furthermore, this Section

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, ListCo shall indemnify and hold harmless each present and former director and officer of the ListCo (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, ListCo would have been permitted under applicable Law and each its memorandum and articles of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement association or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Parties. From and after the Closing, ListCo will maintain a director indemnification agreement in customary form with each present and former director of ListCo (to the extent requested by such director) that provides, or ensure that its memorandum and articles of association or other Organizational Documents will provide, that on the terms and subject to the conditions set out therein, Listco shall advance, prior to the final disposition of any Action for which indemnification may be sought under this Section 8.03, promptly following request by such director therefor, all costs, fees and expenses (including the advancing reasonable attorneys’ fees and investigation expenses) incurred by such director in connection with any such Action upon receipt of expenses as incurred an undertaking by such director to the fullest extent permitted under applicable Law). Without limiting the foregoingrepay such advances if it is ultimately decided that such director is not entitled to indemnification pursuant to that indemnification agreement, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror ListCo or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawslaw. (b) For a period of six (6) years from Prior to the Share Exchange Closing, the PubCo ListCo shall maintain in effect obtain one or more non-cancelable run-off insurance policies for directors’ and officers’ liability insurance covering those Persons who are currently covered which shall be renewed by Acquiror’s, the Company at the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available expenses following the Closing to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current provide insurance coverage with respect to claims existing for events, acts or omissions occurring at on or prior to the Share Exchange Closing Date, including in connection with this Agreement and the Transactions, for all persons who were directors or officers of the Company on or prior to the Closing Date (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 the “D&O Tail Policy”). The Company shall be continued maintain the D&O Tail Policy in respect of such claim until full force and effect after the final disposition thereofClosing Date. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 8.03 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation ListCo and the Company and all of their respective its successors and assigns; and (ii) in . In the event that the PubCo, the Surviving Corporation ListCo or the Company or any of their its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCoListCo shall ensure, the Surviving Corporation and the Company shall ensure cause its Subsidiaries to ensure, that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, ListCo shall succeed to the obligations set forth in this Section 10.138.03. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this This Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and 8.03 shall not be terminated or modified in such a manner any material respect as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after For a --------------------------------- period of six (6) years following the Share Exchange ClosingEffective Time, each of the Company Patapsco and Surviving Corporation agrees that it shallBank shall indemnify, to the fullest extent permitted under applicable Law, indemnify defend and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries Company Subsidiary (in each caseeach, solely to an "Indemnitee") from and against, and pay or reimburse the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified PartiesIndemnitee for, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)costs, judgments, fines, losses, obligations, claims, damages damages, liabilities or liabilities expenses (including interest, penalties, out-of-pocket expenses and reasonable attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights under this Section 4.11(a) (collectively, "Costs") incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, investigative (each a "Claim and collectively the "Claims") arising out of of, resulting from, or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingEffective Time (including, but not limited to, the transactions contemplated by this Agreement), regardless of whether such Claim is asserted or claimed prior tobefore, at or after the Share Exchange ClosingEffective Time, in accordance with and subject to the fullest extent that requirements and other provisions of the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law Articles of Incorporation and each Bylaws of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Patapsco and Bank in effect on the date of this Agreement and applicable provisions of law to the same extent as Patapsco is obligated thereunder to indemnify such D&O Indemnified Parties (including and advance expenses to its own directors and officers with respect to liabilities and claims made against them resulting from their service for Patapsco and Bank. To the advancing of expenses as incurred extent a Claim is asserted before the Effective Time, Patapsco and the Bank shall have no obligations under this Section 4.11(a) unless appropriate notice was given to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Company's or the Company’s, Acquiror’s 's Subsidiaries director's and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except officer's liability insurer as required by applicable Lawsthe insurance policy prior to the Effective Time. (b) For Patapsco shall cause the persons serving as officers or directors of the Company immediately prior to the Effective Time to be covered for a period of six (6) years from the Share Exchange Closing, Effective Time by the PubCo shall maintain in effect directors’ ' and officers’ ' liability insurance covering those Persons who policy maintained by the Company (provided that Patapsco may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are currently covered by Acquiror’s, the Company’s not materially less advantageous than such policy) with respect to acts or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available omissions occurring prior to the CompanyEffective Time which were committed by such officers and directors in their capacity as such; provided, Acquiror or their respective Representativeshowever, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo Patapsco be required to pay an annual premium expend more than $10,000 to maintain or procure insurance coverage for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the three-year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereofperiod pursuant hereto. (c) Notwithstanding anything contained in this Agreement Any Indemnitee wishing to claim indemnification under Section 4.11(a), upon learning of any Claim shall promptly notify Patapsco and the Bank thereof; provided that the failure to so notify shall not affect the obligations of Patapsco or the Bank under Section 4.11(a) unless and to the contrary, extent that such failure materially prejudices Patapsco or the Bank. In the event of any such Claim (whether arising before or after the Effective Time) (i) this Section 10.13 Patapsco shall survive have the Share Exchange Closing indefinitely right to assume the defense thereof, with counsel selected by Patapsco and reasonably acceptable to the Indemnitee, and Patapsco shall not be liable to such Indemnitee for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnitee in connection with the defense thereof, except that if Patapsco elects not to assume such defense or counsel for the Indemnitee advises that there are issues which raise conflicts of interest between Patapsco and the Indemnitee, the Indemnitee may retain counsel satisfactory to him, and Patapsco shall pay all reasonable fees and expenses of such counsel for the Indemnitee promptly as statements therefor are received, provided, however, that Patapsco shall be bindingobligated pursuant to this paragraph (c) to pay for only one firm of counsel for all Indemnitees in any jurisdiction unless the use of one counsel for such Indemnitees would present such counsel with a conflict of interest, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) the Indemnitee will cooperate in the event defense of any such matter and (iii) Patapsco shall not have any obligation hereunder to any Indemnitee when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and unappealable, that the PubCoindemnification of such Indemnitee in the manner contemplated hereby is prohibited by applicable law. Patapsco shall not, in the Surviving Corporation defense of any claim or litigation, except with the Company or any consent of their successors or assigns consolidates with or merges into any other Person and the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), consent to entry of judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the continuing Indemnitee or surviving corporation that does not include as an unconditional term thereof the giving by the claimant or entity plaintiff to such Indemnitee of a release from all liability with respect to such consolidation claim or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, shall succeed to the obligations set forth in this Section 10.13litigation. (d) On the Share Exchange Closing Date, PubCo This Section 4.11 shall enter into customary indemnification agreements reasonably satisfactory be construed as an agreement as to each of the Company and Acquiror with which the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue Company and Savings referred to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) herein are intended to be for the benefit of, third party beneficiaries and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her by such persons and their heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingClosing Date until six (6) years from the Closing Date, each of Buyer shall or shall cause the Company and Surviving Corporation agrees that it shalleach of its Subsidiaries to indemnify, defend and hold harmless to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at individuals who on or prior to the Share Exchange Closing, whether asserted Closing Date were directors or claimed officers of the Company or any of its Subsidiaries with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any of its Subsidiaries at any time on or prior to, at or after the Share Exchange Closing, to the fullest extent that Closing Date. In addition, Buyer shall or shall cause the Company, Acquiror Company and its Subsidiaries to pay or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each reimburse any expenses of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement any officers or other organizational documents in effect on the date of this Agreement directors entitled to indemnify such D&O Indemnified Parties (including the advancing of expenses indemnification hereunder as incurred to the fullest extent permitted under applicable Law). Without limiting , provided that the foregoing, person to whom expenses are advanced provides an undertaking to repay such advances to the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as extent required by applicable LawsLaw. (b) For The certificates of incorporation, by-laws and all other organization documents of the Company and its Subsidiaries shall not be amended, repealed or otherwise modified for a period of six (6) years from the Share Exchange ClosingClosing Date in any manner that would adversely affect the rights thereunder of individuals who at or at any time prior to the Closing Date were directors, officers, agents or employees of the PubCo Company or any of its Subsidiaries or otherwise entitled to indemnification pursuant to the Company’s or any of its Subsidiaries’ certificate of incorporation, by-laws or other organizational documents. (c) Buyer shall or shall cause the Company to obtain by the Closing Date and shall or shall cause the Company to maintain in effect for six (6) years after the Closing Date a “run-off” or “tail” directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’spolicy to the current policy for Seller, the Company’s or their respective Subsidiaries’ directors’ Company and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available its Subsidiaries with respect to matters occurring prior to the Company, Acquiror or their respective Representatives, Closing and having coverage limits in the same aggregate amount as applicable) on provided in the current policy for such six-year period and terms not and conditions otherwise no less favorable advantageous to the indemnitees than the terms and conditions of such the current insurance coveragepolicy for Seller, except the Company and its Subsidiaries; provided that in no event shall the PubCo Buyer be required to pay an annual premium for such insurance in excess expend per year of three hundred percent (coverage more than 300%) % of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the amount currently expended per year ended December 31, 2021; provided, that (i) the PubCo may cause of coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than as of the terms date of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation maintain or the Company or any of their successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, shall succeed to the obligations set forth in this Section 10.13procure insurance coverage pursuant hereto. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) 4.6 are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior officer and director entitled to the date of indemnification under this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified PartySection, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation representatives and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.have by contract or

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of the Company and Surviving Corporation ILG agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director director, officer and officer employee of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) any Vistana Entity against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingEffective Time, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that Starwood or any of its Subsidiaries (including the Company, Acquiror or their respective SubsidiariesVistana Entities), as the case may be, would have been permitted under applicable Law and each the Organizational Documents of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Vistana in effect on the date of this Agreement hereof to indemnify such D&O Indemnified Parties Person (including the promptly advancing of expenses as incurred to the fullest extent permitted under applicable Lawsuch Organizational Documents). Without limiting the foregoing, the Surviving Corporation and the Company shall, and ILG shall cause their Subsidiaries to the Vistana Entities (i) to maintain for a period of not less than six (6) years from the Share Exchange Closing Effective Time provisions in their respective Governing Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their SubsidiariesVistana Entities’ respective former and current officers, directors, employees, employees and agents that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of Starwood or any of its Subsidiaries (including the Company, Acquiror or their respective SubsidiariesVistana Entities), as applicable, in each case, as of the date of this Agreement, hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For ILG shall procure (i) a period of prepaid, non-cancelable six (6) years from 6)-year “tail” policy commencing on the Share Exchange Closing, Closing Date containing terms not less favorable than the PubCo shall maintain in effect terms of directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies of Starwood or any of its Subsidiaries (true, correct and complete copies of which have been heretofore made available to including the Company, Acquiror or their respective Representatives, as applicableVistana Entities) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims matters existing or occurring at or prior to the Share Exchange Closing and Effective Time or (ii) if an endorsement under ILG’s existing directors’ and officers’ liability insurance policy to provide such coverage. If any claim is asserted or made within such six (6) year 6)-year period, then any insurance required to be maintained under this Section 10.13 7.08 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 7.08 shall survive the Share Exchange Closing indefinitely consummation of the transactions contemplated hereby and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; assigns of ILG and (ii) in Vistana. In the event that the PubCo, the Surviving Corporation ILG or the Company Vistana or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the CompanyILG or Vistana, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.137.08. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company, the Surviving Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, PubCo shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company and each Company, any of its Subsidiaries and any Acquisition Entity (in each case, solely to the extent acting in their his or her capacity as such and to the extent that such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of Company, its Subsidiaries or such Acquisition Entity, respectively), and his respective heirs and successors (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any and all 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 Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror its Subsidiaries or their respective Subsidiariessuch Acquisition Entity, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement, limited partnership agreement or other organizational documents Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Amalco, the Surviving Corporation Company and the Company PubCo shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement, limited partnership agreement and other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Amalco and its Subsidiaries’, the Company’s, Acquiror’s Surviving Company and their its Subsidiaries’ and PubCo and its Subsidiaries’, respectively, former and current officers, directors, employees, and agents agents, and each such Person’s heirs and successors, that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited partnership agreement, and other Governing Documents of the Company, Acquiror or their respective Amalco and its Subsidiaries, as applicablethe Surviving Company and its Subsidiaries and PubCo and its Subsidiaries, respectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. (b) For a period of six (6) years from the Share Exchange Closing, each of PubCo, the PubCo Surviving Company and Amalco shall (and each shall cause its respective Subsidiaries to) maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquirorthe Company’s, the Company’s or their respective any of its Subsidiaries’ or any Acquisition Entity’s, respectively, directors’ and officers’ liability insurance policies (trueincluding, correct and complete copies of which have been heretofore made available to in any event, the Company, Acquiror or their respective Representatives, as applicableD&O Indemnified Parties) on terms not less favorable than the terms of such current insurance coveragecoverage and providing coverage for all allegations of Wrongful Acts taking place before the Closing, except that in no event shall PubCo, the PubCo Surviving Company and its Subsidiaries or Amalco or its Subsidiaries be required to pay an annual premium for such insurance in excess of three hundred percent (300%) % of the aggregate annual premium payable by Acquiror or the Company, as applicableits Subsidiaries, or any Acquisition Entity, respectively, for such insurance policy for the year ended December 31, 20212023; provided, however, that (i) each of PubCo, the PubCo Company or Amalco may cause comply with this insurance requirement by causing coverage to be extended under the their respective current directors’ and officers’ liability insurance policies by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring asserted at or prior to the Share Exchange Closing and if and to the extent that such policies have been obtained prior to the Closing with respect to any such Persons, PubCo, the Surviving Company and Amalco shall maintain such policies in effect and continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 tail coverage shall be continued in respect of such claim until the final disposition thereofprovide coverage on a primary and non-contributory basis. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 8.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company Company, Amalco and all of their respective successors and assigns; and (ii) in . In the event that the PubCo, the Surviving Corporation or the Company Company, Amalco or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation Company and the Company Amalco, respectively, shall ensure (and each of PubCo, the Surviving Company and Amalco shall cause its Subsidiaries to ensure) that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation Company and the Company, Company as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.138.13. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror SPAC with the post-Closing directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange ClosingPubCo. (e) The provisions of this Section 10.13: Sections 8.13(a) through (c): (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company Company, Amalco and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination Closing and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party. (f) Prior to or in connection with the Closing, the Company shall purchase “go-forward” D&O insurance to cover the post-Closing directors and officers of PubCo. From and after the date of this Agreement, PubCo, SPAC, and the Company shall cooperate in good faith with respect to any efforts to obtain the insurance described in this Section 8.13(f), including providing access to insurance broker presentations, underwriter quotes for such insurance, and draft policies for such insurance.

D&O Indemnification and Insurance. ​ (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, ListCo shall indemnify and hold harmless each present and former director and officer of the ListCo (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementTransactions) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingTransactions, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, ListCo would have been permitted under applicable Law and each its memorandum and articles of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement association or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Parties. From and after the Closing, ListCo will maintain a director indemnification agreement in customary form with each present and former director of ListCo (to the extent requested by such director) that provides, or ensure that its memorandum and articles of association or other Organizational Documents will provide, that on the terms and subject to the conditions set out therein, Listco shall advance, prior to the final disposition of any Action for which indemnification may be sought under this Section 8.03, promptly following request by such director therefor, all costs, fees and expenses (including the advancing reasonable attorneys’ fees and investigation expenses) incurred by such director in connection with any such Action upon receipt of expenses as incurred an undertaking by such director to the fullest extent permitted under applicable Law). Without limiting the foregoingrepay such advances if it is ultimately decided that such director is not entitled to indemnification pursuant to that indemnification agreement, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror ListCo or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws.law. ​ (b) For a period of six (6) years from the Share Exchange Closing, the PubCo ListCo shall use its commercially reasonable efforts to maintain in effect directors’ and officers’ liability insurance for such duration as may be agreed between ListCo and the Company covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ ListCo’s directors’ and officers’ liability insurance policies (trueincluding, correct and complete copies of which have been heretofore made available to in any event, the Company, Acquiror or their respective Representatives, as applicableD&O Indemnified Parties) on terms not less favorable than substantially similar to the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 8.03 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation ListCo and the Company and all of their respective its successors and assigns; and (ii) in . In the event that the PubCo, the Surviving Corporation ListCo or the Company or any of their its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCoListCo shall ensure, the Surviving Corporation and the Company shall ensure cause its Subsidiaries to ensure, that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, ListCo shall succeed to the obligations set forth in this Section 10.13.8.03. ​ (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this This Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and 8.03 shall not be terminated or modified in such a manner any material respect as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.. ​

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each Closing Date until the sixth (6th) anniversary of the Company and Surviving Corporation agrees that it Closing Date, Buyer shall, and shall cause the Acquired Companies to, indemnify, defend and hold harmless to the fullest extent permitted under Law and the applicable Law, indemnify and hold harmless each present and former director and officer Acquired Company’s Organizational Documents in effect as of the (x) Company and date hereof, each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at individual who on or prior to the Share Exchange ClosingClosing Date was a director or officer of an Acquired Company with respect to all acts or omissions by them in their capacities as such or taken at the request of an Acquired Company at any time on or prior to the Closing Date. In addition, whether asserted Buyer shall, or claimed prior shall cause the applicable Acquired Company to, at pay or after reimburse any costs and expenses of any directors or officers of the Share Exchange Closing, Acquired Companies entitled to indemnification hereunder as incurred to the fullest extent that the CompanyCompany itself would be permitted under, Acquiror or their respective Subsidiariesand in accordance with, as the case may be, would have been permitted under applicable Applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents the applicable Acquired Company’s Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawshereof. (b) For Buyer shall cause the Organizational Documents of the Acquired Companies not to be amended, repealed or otherwise modified for a period of six (6) years after the Closing Date in any manner that would adversely affect the rights thereunder of individuals who at or at any time prior to the Closing Date were directors, officers, employees or agents of the Acquired Companies or otherwise entitled to indemnification pursuant to any Acquired Company’s Organizational Documents. (c) Buyer shall, or shall cause one or more Acquired Companies to, obtain with effect from and after the Share Exchange ClosingClosing Date and shall, the PubCo or shall cause such Acquired Company or Acquired Companies to, maintain in effect for six (6) years after the Closing Date a “run-off” or “tail” directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available policy to the Company, Acquiror or their respective Representatives, current policy (the “Current Policy”) covering the directors and officers of the Acquired Companies and the officers of the Company Funds and members of the Fund Boards with respect to matters occurring prior to the Closing and having coverage limits in the same aggregate amount as applicable) on provided in the current policy for such six (6)-year period and terms not and conditions otherwise no less favorable advantageous to the indemnitees than the terms and conditions of such the current insurance coverage, except policy covering the directors and officers of the Acquired Companies and officers of the Company Funds and members of the Fund Boards; provided that in no event shall the PubCo Buyer be required to pay or cause or permit any other Person to pay an aggregate amount exceeding 250% of the annual premium for such insurance in excess of three hundred percent (300%) under the Current Policy as of the aggregate annual premium payable by Acquiror date of this Agreement to purchase the “run-off” or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” insurance policy containing terms not materially less favorable than contemplated by this Section 5.9(c)); and provided, further, that if the terms cost of such current “run-off” or “tail” insurance coverage with respect to claims existing or occurring at or prior to policy exceeds such applicable amount, Buyer and/or the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Subsequent Surviving Corporation and shall obtain a policy with the Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns consolidates with or merges into any other Person and shall greatest coverage available for a cost not be the continuing or surviving corporation or entity of exceeding such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Company, as applicable, shall succeed to the obligations set forth in this Section 10.13amount. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) 5.9 are intended to be for the benefit of, and shall be enforceable by, each Person who is nowdirector, officer, employee or who has been at any time prior agent entitled to the date of indemnification under this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified PartySection 5.9, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation representatives and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution forfor or limitation of, any other rights to indemnification or contribution that any such Person person may have, whether pursuant to Law, Contract, Governing Documents, have by contract or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingFirst Effective Time, each of the Company and Surviving Corporation Acquiror agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director and officer of the (x) Company and each or any of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingFirst Effective Time, whether asserted or claimed prior to, at or after the Share Exchange ClosingFirst Effective Time, to the fullest extent that the Company, Acquiror Company or their respective any of its Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement bylaws or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from and after the Share Exchange Closing provisions in their respective Governing Documents concerning Date, Acquiror shall cause the indemnification certificate of incorporation and exoneration (including provisions relating to expense advancement) the bylaws of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are Surviving Corporation or any successor thereof to contain provisions no less favorable with respect to those Persons than the provisions exculpation, indemnification and advancement of expenses of present and former directors and officers of the Governing Documents Company or any of its Subsidiaries for periods at or prior to the Closing Date than are set forth in the certificate of incorporation and the bylaws of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, Company as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For a Prior to the First Effective Time, the Company shall obtain prepaid “tail” policies reasonably acceptable to Acquiror extending coverage for an aggregate period of six (6) years from the Share Exchange Closing, the PubCo shall maintain in effect providing directors’ and officers’ liability insurance with respect to claims arising from facts or events that occurred on or before the First Effective Time covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective any of its Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available provided to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than its agents or representatives); provided however that the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium amount paid for such insurance in excess prepaid policies pursuant to this sentence shall not exceed the annual equivalent of three two hundred and fifty percent (300250%) of the aggregate annual premium payable premiums paid by Acquiror or the Company, as applicable, for such insurance policy for Company in its last full fiscal year without the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms prior written consent of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereofAcquiror. (c) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 7.2 shall survive the Share Exchange Closing consummation of the Mergers indefinitely and shall be binding, jointly and severally, on the PubCo, all successors and assigns of Acquiror and the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in Corporation. In the event that the PubCo, Acquiror or the Surviving Corporation or the Company or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, Acquiror or the Surviving Corporation and the CompanyCorporation, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.137.2. (d) On Prior to the Share Exchange Closing DateClosing, PubCo Acquiror shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the obtain a directors and officers of PubCo liability insurance policy, which shall be effective from and after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, First Effective Time and shall be enforceable by, each Person who is now, or who has been at any time prior reasonably acceptable to the date Company, with limits of this Agreement or who becomes prior to the Share Exchange Closingat least $40,000,000 and including a Side A only limit of at least $10,000,000, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation totaling at least $50,000,000 of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Partytotal limit.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingMerger Effective Time, each of the Company and Surviving Corporation LACQ agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, Indemnitees”) and each present and former director and officer of LACQ (the “D&O Indemnified PartiesLACQ Indemnitees”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingMerger Effective Time, whether asserted or claimed prior to, at or after the Share Exchange ClosingMerger Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as Company and its Subsidiaries (in the case may be, of the Company Indemnitees) or LACQ (in the case of the LACQ Indemnitees) would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents the Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than For six (6) years from after the Share Exchange Closing provisions in their respective Governing Documents concerning Date, LACQ shall cause the indemnification Surviving Company and exoneration (including provisions relating its Subsidiaries to expense advancement) of the Company’sprocure, Acquiror’s pay for and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For a period of six (6) years from the Share Exchange Closing, the PubCo shall maintain in full force and effect insurance “tail” or other insurance policies with respect to directors’ and officers’ liability insurance covering those Persons who are currently covered by AcquirorLACQ’s, the Company’s or their respective Subsidiaries’ any other Subsidiary’s directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available at least to the Company, Acquiror or their respective Representatives, same extent as applicable) on terms not less favorable such directors and officers are currently covered and with carriers having claims paying ratings no lower than the terms Company’s current insurers. Every Person who is a director or officer of LACQ, the Company or any Subsidiary immediately prior to the Closing Date shall be a named insured party on such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted or made within policies for such six (6) year periodperiod following the Closing Date. Without limiting the foregoing, any insurance required for a period of six (6) years from and after the Closing Date, LACQ shall cause the certificate of incorporation and the bylaws of the Surviving Company to be maintained under contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of present and former directors and officers of the Company and LACQ for periods at or prior to the Closing Date than are set forth in the Governing Documents as of the date of this Section 10.13 shall be continued in respect of such claim until the final disposition thereofAgreement. (cb) Notwithstanding anything contained in this Agreement to the contrary, (i) this Section 10.13 8.10 shall survive the Share Exchange Closing consummation of the Transactions indefinitely and shall be binding, jointly and severally, on the PubCo, all successors and assigns of the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in LACQ. In the event that the PubCo, the Surviving Corporation Company or the Company LACQ or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the CompanyCompany or LACQ, as applicablethe case may be, shall succeed to the obligations set forth in this Section 10.138.10. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Party.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each Purchaser shall cause the applicable Acquired Company or Acquired Companies to, (i) indemnify, defend and hold harmless all of the Company past and Surviving Corporation agrees that it shallpresent directors, officers, trustees, members, managers and employees of each of the Acquired Companies (collectively, the “D&O Indemnitees”), against any and all costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, Proceeding or investigation to each D&O Indemnitee to the fullest extent permitted under by applicable Law, indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ feesLegal Requirement), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any Legal Proceedingactual or threatened claim, whether civilinvestigation, criminal, administrative suit or investigative, Proceeding arising out of, relating to or resulting from the fact that such D&O Indemnitee is or was a director, officer, trustee, member, manager or employee of an Acquired Company or pertaining to matters existing is or occurring was serving at the request of any Acquired Company as a director, officer, trustee, member, manage or prior to the Share Exchange Closing, employee of any other Person whether asserted or claimed prior to, at or after the Share Exchange ClosingClosing (including with respect to acts or omissions occurring in connection with the Transaction Agreements and the consummation of the Transactions) and provide advancement of expenses to the D&O Indemnitees (within ten (10) days of receipt by Purchaser or any Acquired Company from a D&O Indemnitee of a request therefor), in all such cases, to the greatest extent that such Persons are indemnified or have the right to advancement of expenses before the Closing by an Acquired Company pursuant to (A) its Fundamental Documents and (B) any indemnification agreements set forth on Schedule 7.3 of the Seller Disclosure Schedule in existence before the date hereof and (ii) without limitation of the foregoing clause (i), to the fullest extent that permitted by applicable Legal Requirement, include and not amend, repeal or modify, and otherwise cause to be maintained in effect the Companyprovisions regarding elimination of liability of directors, Acquiror and indemnification of and advancement of expenses to directors, officers, trustees, members, managers and employees in the organizational documents of an Acquired Company and (iii) not settle, compromise or consent to the entry of any judgment in any Proceeding or threatened Proceeding (and in which indemnification could be sought by a D&O Indemnitee hereunder), unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnitee from all liability arising out of, relating to or resulting from such Proceeding or such D&O Indemnitee otherwise consents in writing to the entry of such judgment and cooperates in the defense of such Proceeding or threatened Proceeding. (b) Prior to the Closing, Purchaser shall, at its sole cost and expense (subject to the last sentence of this Section 7.3(b)), obtain six (6)-year pre-paid, irrevocable and non-cancellable directors’ and officers’, fiduciary and employment practices liability “tail” insurance covering the persons insured under the Seller’s directors’ and officers’, fiduciary and employment practices liability insurance in effect as of the Closing but only in their respective Subsidiariescapacities at the Acquired Companies (such persons, as “Insured Persons”) with respect to any actual or alleged error, misstatement, misleading statement, act, omission, circumstance, event, neglect, breach of duty or any matter claimed against an Insured Person by reason of him or her serving in such capacity, in each case, that actually or allegedly existed or occurred at or prior to the case may beClosing (including in connection with the approval or execution of the Transaction Agreements or the Transactions or arising out of, would have been permitted under applicable Law relating to or resulting from the Transaction Agreements and each the Transactions), from insurance carriers with A.M. Best financial strength ratings of their respective certificate “A-” or better, and with terms and conditions customary for private-company level directors’ and officers’, fiduciary and employment practices liability insurance (including limits of incorporation$2,000,000 with respect to the directors’ and officers’ liability insurance, certificate of formation$1,000,000 with respect to the fiduciary liability insurance and $3,000,000 with respect to the employment practices liability insurance) (the “Baseline Insurance”); provided that, bylawsSeller may, limited liability company agreement or other organizational documents in effect on no later than ten (10) Business Days following the date of this Agreement to indemnify such D&O Indemnified Parties hereof, request that Purchaser obtain other or additional directors’ and officers’, fiduciary and employment practices liability “tail” insurance (including the advancing of expenses “Increased Insurance”) and Seller shall pay or bear as incurred a Seller Transaction Expense an amount equal to the fullest extent permitted under applicable Law). Without limiting difference in the foregoing, premium payable for the Surviving Corporation Baseline Insurance and the Company shallpremium payable for the Increased Insurance. In lieu of the Baseline Insurance, Purchaser may insure the Insured Persons under Purchaser’s directors’ and shall cause their Subsidiaries to (i) maintain officers’, fiduciary and employment practices liability insurance for a period of not less than six (6) years from and after the Share Exchange Closing provisions in their respective Governing Documents concerning Closing; provided that (A) the indemnification terms and exoneration conditions of such insurance (including provisions relating with respect to expense advancementlimits, retentions and scope of coverage) of shall be at least favorable to the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employeesInsured Persons as that provided to other insured persons thereunder, and agents that are no less favorable to those (B) such insurance covers the Insured Persons than the provisions for claims arising out of the Governing Documents any actual or alleged error, misstatement, misleading statement, act, omission, circumstance, event, neglect, breach of the Company, Acquiror duty or their respective Subsidiaries, as applicableany matter claimed against an Insured Person by reason of him or her serving in such capacity, in each case, as of the date of this Agreement, and (ii) not amend, repeal that actually or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For a period of six (6) years from the Share Exchange Closing, the PubCo shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s allegedly existed or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring occurred at or prior to the Share Exchange Closing (including in connection with the approval or execution of the Transaction Agreements or the Transactions or arising out of, relating to or resulting from the Transaction Agreements and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 10.13 shall be continued in respect of such claim until the final disposition thereofTransactions). (c) Notwithstanding anything contained in this Agreement to If, following the contraryClosing, any Acquired Company, or any of their respective successors or assigns, (i) this Section 10.13 shall survive the Share Exchange Closing indefinitely and shall be binding, jointly and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors and assigns; and (ii) in the event that the PubCo, the Surviving Corporation or the Company or any of their successors or assigns consolidates consolidate with or merges merge into any other Person corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, each of the PubCo, the Surviving Corporation and the Company shall ensure that proper provision provisions shall be made so that the successors and assigns of the PubCo, the Surviving Corporation and the Companysuch Acquired Company or any of their respective successors or assigns, as applicablethe case may be, shall succeed to assume all of the obligations set forth in this Section 10.137.3. (d) On If any D&O Indemnitee makes any claim for indemnification or advancement of expenses under this Section 7.3 that is denied by any Acquired Company, and a court of competent jurisdiction determines that the Share Exchange Closing DateD&O Indemnitee is entitled to such indemnification, PubCo then Purchaser or such Acquired Company shall enter into customary indemnification agreements reasonably satisfactory to each of the Company pay such D&O Indemnitee’s costs and Acquiror expenses, including reasonable, documented, out-of-pocket legal fees and expenses, incurred in connection with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closingpursuing such claim against such Acquired Company. (e) The provisions rights of the D&O Indemnitees under this Section 10.13: (i) are intended 7.3 shall be in addition to be for any rights such D&O Indemnitee may have under the benefit oforganizational documents of the Acquired Companies, or under any applicable contracts or Legal Requirements, and Purchaser shall, and shall be enforceable bycause each of the Acquired Companies to, each Person who is now, or who has been at any time prior to honor and perform under all indemnification agreements entered into by the Acquired Companies as in effect as of the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, Agreement. (iif) shall be binding on the PubCo, the Surviving Corporation The obligations of each Purchaser and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and Acquired Companies under this Section 7.3 shall not be terminated terminated, amended or modified in such a any manner so as to adversely affect any D&O Indemnified Party Indemnitee (including such Person’s successors, heirs and legal representatives) to whom this Section 7.3 applies without the prior written consent of such affected D&O Indemnified PartyIndemnitee (it being expressly agreed that the D&O Indemnitee to whom this Section 7.3 applies shall be third-party beneficiaries of this Section 7.3, and this Section 7.3 shall be enforceable by such D&O Indemnitee and their respective successors, heirs and legal representatives and shall be binding on all successors and assigns of each Purchaser and each Acquired Company).

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each Effective Time through the later of (i) the sixth anniversary of the Company date on which the Effective Time occurs and (ii) the expiration of any statute of limitations applicable to any claim, action, suit, proceeding or investigation referred to below, SENTRY shall, or shall cause the VIDEO Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Lawand KNOGO Surviving Corporation to, indemnify and hold harmless each present and former director officer, director, employee or agent of KNOGO and officer VIDEO, including, without limitation, each person controlling any of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) foregoing persons (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties"INDEMNIFIED PARTIES"), the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, fines, lossesfees, claimscosts or expenses, damages or liabilities including, without limitation, attorneys' fees and disbursements (collectively, "COSTS"), incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingEffective Time (including, without limitation, this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law law and each the Certificate of their respective certificate Incorporation, as amended, or By-Laws of incorporationKNOGO or indemnification agreements in effect on the date hereof, certificate including provisions relating to advancement of formationexpenses incurred in the defense of any claim, bylawsaction, limited liability company agreement suit, proceeding or other organizational documents investigation. Without limiting the foregoing, in the event that any claim, action, suit, proceeding or investigation is brought against an Indemnified Party (whether arising before or after the Effective Time), the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and SENTRY shall, or shall cause the VIDEO Surviving Corporation and KNOGO Surviving Corporation to, advance the fees and expenses of such counsel for the Indemnified Party in accordance with the Certificate of Incorporation, as amended, or By-Laws of KNOGO in effect on the date of this Agreement Agreement. (b) SENTRY shall, or shall cause the VIDEO Surviving Corporation and KNOGO Surviving Corporation, to indemnify such D&O keep in effect in its Certificate of Incorporation and Bylaws, provisions of KNOGO providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under the DGCL, which provisions shall not be amended except as required by applicable Law). Without limiting law or except to make changes permitted by law that would enlarge the foregoingIndemnified Parties' right to indemnification. (c) SENTRY shall maintain, or shall cause the VIDEO Surviving Corporation and KNOGO Surviving Corporation to maintain, with respect to matters occurring at, prior to or subsequent to the Company shallEffective Time, and shall cause their Subsidiaries at no expense to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officersbeneficiaries, directors' and officers', employeesliability insurance ("D&O INSURANCE") for the Indemnified Parties, issued by a carrier or carriers assigned a claims-paying ability rating by A.M. Best & Co. of "A (Excellent)" or higher, providing at least the same coverage as the D&O Insurance currently maintained by KNOGO and agents that containing terms and conditions which are no less favorable to those Persons than the provisions of the Governing Documents of the Companybeneficiaries, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws. (b) For for a period of at least six (6) years from the Share Exchange Closing, Effective Time. In the PubCo shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company, Acquiror or their respective Representatives, as applicable) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the PubCo be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Acquiror or the Company, as applicable, for such insurance policy for the year ended December 31, 2021; provided, that (i) the PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Share Exchange Closing and (ii) if any claim is asserted made against present or made within such six (6) year periodformer directors, any officers or employees of KNOGO or VIDEO that is covered or potentially covered by insurance, neither SENTRY, the VIDEO Surviving Corporation nor the KNOGO Surviving Corporation shall do anything that would forfeit, jeopardize, restrict or limit the insurance required to be maintained under this Section 10.13 shall be continued in respect of such coverage available for that claim until the final disposition thereof. (cd) Notwithstanding anything contained in this Agreement herein to the contrary, if any claim, action, suit, proceeding or investigation (iwhether arising before, at or after the Effective Time) is made against any Indemnified Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 10.13 6.10 shall survive continue in effect until the Share Exchange Closing indefinitely final disposition of such claim, action, suit, proceeding or investigation. (e) This covenant is intended to be for the benefit of, and shall be bindingenforceable by, jointly each of the Indemnified Parties and severally, on the PubCo, the Surviving Corporation and the Company and all of their respective successors heirs and assigns; legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to law, contract or otherwise. SENTRY shall pay all expenses, including attorneys' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.10. (iif) in In the event that SENTRY or the PubCo, the VIDEO Surviving Corporation or the Company KNOGO Surviving Corporation or any of their successors respective successor or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, each to the extent necessary to effectuate the purposes of the PubCothis Section 6.10, the Surviving Corporation and the Company shall ensure that proper provision shall be made so that the successors and assigns of SENTRY or the PubCo, the VIDEO Surviving Corporation and or the Company, as applicable, KNOGO Surviving Corporation shall succeed to the obligations set forth in this Section 10.13. (d) On the Share Exchange Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each 6.10 and none of the Company and Acquiror with the directors and officers of PubCo after the consummation of the business combination contemplated hereby, which indemnification agreements shall continue to be effective following the Share Exchange Closing. (e) The provisions of this Section 10.13: actions described in clauses (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Share Exchange Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the PubCo, the Surviving Corporation and the Company and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any taken until such Person may have, whether pursuant to Law, Contract, Governing Documents, or otherwise, and (iv) shall survive the consummation of the business combination and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the prior written consent of such D&O Indemnified Partyprovision is made.