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

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Closing, Acquiror shall, and shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From During the Employment Period and after for a period of six (6) years thereafter, the Closing, Acquiror Company shall, and shall cause to the Company tofullest extent permitted under applicable law, indemnify and hold harmless each present Executive against all costs and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and settlement amounts paid in connection with any Actionclaim, action, suit, proceeding or investigation (whether arising before or after the date hereof), whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing any action or occurring at omission in their capacity as an officer, director, employee, fiduciary or prior agent of the Company (or Acadia or any Subsidiary). In the event of any such claim, action, suit, proceeding or investigation, (i) the Company shall pay the reasonable fees and expenses of counsel selected by Executive promptly after statements therefor are received, (ii) neither the Company, Acadia nor any Subsidiary shall settle, compromise or consent to the Closingentry of any judgment in any pending or threatened action to which Executive is a party (and in respect of which indemnification could be sought by Executive hereunder), whether unless such settlement, compromise or consent includes an unconditional release of Executive from all liability arising out of such action, or Executive otherwise consents (which consent shall not be unreasonably withheld, conditioned or delayed), and (iii) the Company, Acadia and the applicable Subsidiaries shall cooperate in the defense of any such matter. In the event that any claim for indemnification is asserted or claimed prior tomade within the Employment Period or the six (6) year period thereafter, at all rights of Executive to indemnification in respect of such claim shall continue until the final disposition of such claim. The rights of Executive under this Section 25(a) shall be in addition to any rights Executive may have under the organizational documents of the Company, Acadia or after any Subsidiary, under any law, or under any agreement of Executive with the Closing Company, Acadia or any Subsidiary. (b) During the Employment Period and relating to the fact that such Person was for a director/manager or officer period of Acquirorsix (6) years thereafter, the Company, or any of the Company’s Subsidiaries, successor to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, shall purchase and the Company’s Subsidiaries for such insurance policies for the year ended December 31maintain, 2021; providedat its own expense, however, that (i) Acquiror may cause coverage to be extended under the current directors’ directors and officers’ officers liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than providing coverage for Executive in the terms of such current insurance coverage with respect to claims existing same or occurring at or prior to the Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation greater amount as for members of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01Board.

Indemnification and Directors’ and Officers’ Insurance. (a) From During the Employment Period and after the Closing, Acquiror shall, and shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquirorthereafter, the Company and shall indemnify the Company’s Subsidiaries, or any individual who, at any time prior Executive to the Closing, is or was serving at the request of Acquiror, the Company fullest extent permitted under law from and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable but not limited to attorneys’ fees, expenses of investigation and preparation and fees and disbursements of the Executive’s accountants and other experts), judgments, fines, losses, claims, damages or liabilities penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any Actionproceeding in which the Executive was or is made party or was or is involved (for example, whether civil, criminal, administrative as a witness) by reason of the fact the Executive was or investigative, arising out of is employed by the Company. (b) Such indemnification is subject to: (i) the Company promptly receiving written notice that a claim or pertaining to matters existing or occurring at or prior to the Closing, whether liability has been asserted or claimed prior to, at threatened (“Notice of Claim”); (ii) the Executive providing reasonable cooperation and assistance in the defense or settlement of a claim; and (iii) the Company being afforded the opportunity to have the sole control over the defense and/or settlement of such claim or liability. (c) Unless within twenty days after receiving the Closing and relating to the fact that such Person was a director/manager or officer Notice of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that AcquirorClaim, the Company notifies the Executive in writing of its intent to defend against such claim or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquirorliability, the advancing of expenses as incurred Executive may defend, settle and/or compromise any such claim or liability, and be indemnified for all losses resulting from such defense, settlement and/or compromise, and the Company shall advance to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any Executive all costs and expenses incurred by such Person him in connection with enforcing any rights to indemnification under proceeding covered by this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause provision within twenty days after receipt by the Company and of a written request for such advance, provided such request shall include an undertaking by the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from Executive to repay the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions amount of such certificates of incorporation, bylaws advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and other organizational documents as of expenses. If the Original Agreement Date Company gives the Executive such written notice the Executive also may participate in such defense at his own cost and expense. (iid) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to Such indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased the Executive during the Employment Period and for ten years from the Date of Termination with respect to be a director/manager acts or officer omissions which occurred prior to his cessation of Acquiror, employment with the Company or the Company’s Subsidiaries at or after the Closing and shall inure to the benefit of such personthe Executive’s heirs, executors and personal and legal representativesadministrators. (be) Acquiror shall purchase, at or prior The Company agrees to the Closing, continue and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available covering the Executive to Acquiror the extent that the Company provides such coverage for its other executive officers. Such insurance coverage shall continue as to the Executive even if he has ceased to be an employee or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% agent of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage Company with respect to claims existing acts or occurring at or omissions which occurred prior to the Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect his cessation of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and employment with the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after The Company shall indemnify the Closing, Acquiror shall, and shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior Executive to the Closing, is or was serving at the request of Acquiror, the Company fullest extent permitted under law from and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable but not limited to attorneys’ ' fees, expenses of investigation and preparation and fees and disbursements of the Executive's accountants or other experts), judgments, fines, losses, claims, damages or liabilities penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any Actionproceeding in which the Executive was or is made party or was or is involved (for example, whether civil, criminal, administrative or investigative, arising out as a witness) by reason of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person the Executive was a director/manager or officer of Acquiror, is employed by the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request . Such indemnification is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries subject to, : (i) maintain the indemnifying party promptly receiving written notice that a claim or liability has been asserted or threatened ("Notice of Claim"); (ii) the indemnified party providing reasonable cooperation and assistance in the defense or settlement of a claim; and (iii) the indemnifying party being afforded the opportunity to have the sole control over the defense or settlement of such claim or liability. Unless within ten days after receiving the Notice of Claim, the indemnifying party notifies in writing the indemnified party of its intent to defend against such claim or liability, the indemnified party may defend, settle and/or compromise any such claim or liability, and be indemnified for a period of not less than all losses resulting from such defense, settlement and/or compromise. Any indemnified party also may participate in such defense at its own cost and expense. Such indemnification shall continue as to the Executive during the Employment Period and for six years from the Closing provisions Date of Termination with respect to acts or omissions which occurred prior to his cessation of employment with the Company and shall inure to the benefit of the Executive's heirs, executors and administrators. The Company shall advance to the Executive all costs and expenses incurred by him in its respective certificate connection with any proceeding covered by this provision within 20 calendar days after receipt by the Company of incorporation, bylaws and other organizational documents concerning a written request for such advance. Such request shall include an undertaking by the indemnification and exoneration (including provisions relating Executive to expense advancement) of officers and directors/managers that are no less favorable to those Persons than repay the provisions amount of such certificates of incorporation, bylaws advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (b) The Company agrees to continue and maintain directors' and officers' liability insurance policies covering the Executive to the extent that the Company provides such coverage for its other organizational documents as of the Original Agreement Date 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 Lawexecutive officers. All rights to indemnification and advancement conferred under this Section 7.01 Such insurance coverage shall continue as to any indemnified Person who the Executive even if he has ceased to be a director/manager , member, employee or officer agent of Acquirorthe Company , with respect to acts or omissions which occurred prior to his cessation of employment with the Company. Notwithstanding the foregoing, however, if the Company shall cease to maintain directors' and officers' liability insurance policies covering the Executive and other executive officers by reason of: (i) a consolidation, merger, sale or other reorganization of the Company; (ii) any person or entity or group of persons or entities acting in concert acquiring management control of the Company; or (iii) the insurers providing such insurance canceling or refusing to renew such insurance, then the Executive shall have coverage only to the extent provided in any run-off policies extending the period during which the Company or the Company’s Subsidiaries at or after Executive may give the Closing insurers notice of a claim under the terminating directors' and officers' liability insurance policies.1 The Company shall take all reasonable actions to ensure that it obtains such run-off policies and that such run-off policies extend the claims reporting period through any applicable statutes of limitations, but nothing in this section shall obligate the Company to obtain extraordinary insurance coverage for the Executive. Insurance contemplated under this Section 11(b) shall inure to the benefit of such person’s the Executive's heirs, executors and personal and legal representativesrepresentatives or assigns. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after The Company shall indemnify the Closing, Acquiror shall, and shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior Executive to the Closing, is or was serving at the request of Acquiror, the Company fullest extent permitted under law from and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable but not limited to attorneys’ ' fees, expenses of investigation and preparation and fees and disbursements of the Executive's accountants or other experts), judgments, fines, losses, claims, damages or liabilities penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any Actionproceeding in which the Executive was or is made party or was or is involved (for example, whether civil, criminal, administrative or investigative, arising out as a witness) by reason of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person the Executive was a director/manager or officer of Acquiror, is employed by the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request . Such indemnification is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries subject to, : (i) maintain the indemnifying party promptly receiving written notice that a claim or liability has been asserted or threatened ("Notice of Claim"); (ii) the indemnified party providing reasonable cooperation and assistance in the defense or settlement of a claim; and (iii) the indemnifying party being afforded the opportunity to have the sole control over the defense or settlement of such claim or liability. Unless within ten days after receiving the Notice of Claim, the indemnifying party notifies in writing the indemnified party of its intent to defend against such claim or liability, the indemnified party may defend, settle and/or compromise any such claim or liability, and be indemnified for a period of not less than all losses resulting from such defense, settlement and/or compromise. Any indemnified party also may participate in such defense at its own cost and expense. Such indemnification shall continue as to the Executive during the Employment Period and for six years from the Closing provisions Date of Termination with respect to acts or omissions which occurred prior to his cessation of employment with the Company and shall inure to the benefit of the Executive's heirs, executors and administrators. The Company shall advance to the Executive all costs and expenses incurred by him in its respective certificate connection with any proceeding covered by this provision within 20 calendar days after receipt by the Company of incorporation, bylaws and other organizational documents concerning a written request for such advance. Such request shall include an undertaking by the indemnification and exoneration (including provisions relating Executive to expense advancement) of officers and directors/managers that are no less favorable to those Persons than repay the provisions amount of such certificates of incorporation, bylaws advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (b) The Company agrees to continue and maintain directors' and officers' liability insurance policies covering the Executive to the extent that the Company provides such coverage for its other organizational documents as of the Original Agreement Date 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 Lawexecutive officers. All rights to indemnification and advancement conferred under this Section 7.01 Such insurance coverage shall continue as to any indemnified Person who the Executive even if he has ceased to be a director/manager , member, employee or officer agent of Acquirorthe Company , with respect to acts or omissions which occurred prior to his cessation of employment with the Company. Notwithstanding the foregoing, however, if the Company shall cease to maintain directors' and officers' liability insurance policies covering the Executive and other executive officers by reason of: (i) a consolidation, merger, sale or other reorganization of the Company; (ii) any person or entity or group of persons or entities acting in concert acquiring management control of the Company; or (iii) the insurers providing such insurance canceling or refusing to renew such insurance, then the Executive shall have coverage only to the extent provided in any run-off policies extending the period during which the Company or the Company’s Subsidiaries at or after Executive may give the Closing insurers notice of a claim under the terminating directors' and officers' liability insurance policies. The Company shall take all reasonable actions to ensure that it obtains such run-off policies and that such run-off policies extend the claims reporting period through any applicable statutes of limitations, but nothing in this section shall obligate the Company to obtain extraordinary insurance coverage for the Executive. Insurance contemplated under this Section 11(b) shall inure to the benefit of such person’s the Executive's heirs, executors and personal and legal representativesrepresentatives or assigns. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Closing, Acquiror shall, and shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original date of this Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original date of this Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company to, Surviving Corporation to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirsextent not covered by insurance, executors and personal and legal representatives. (b) Acquiror shall purchase, at each person who is now or has been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies 's subsidiaries (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe "Indemnified Persons") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any of its subsidiaries, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.11 relieve the final disposition thereofobligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 4.11 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Parent hereby guarantees the payment and performance of the Surviving Corporation's obligations in this Section 4.11. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.11 and may specifically enforce its terms. This Section 4.11 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, Parent will fulfill and honor and will cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company's Board of Directors prior to the Effective Time) and any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time. (c) Notwithstanding anything contained For a period of six years after the Effective Time, Parent will maintain or cause the Surviving Corporation to maintain in this Agreement effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the contraryEffective Time, this Section 7.01 shall survive are covered by the consummation Company's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than those of the Transactions indefinitely Company's present directors' and shall officers' liability insurance policy; provided, however, that in no event will Parent or the Surviving Corporation be binding, jointly and severally, on Acquiror and required to expend in excess of 150% of the annual premium currently paid by the Company and all successors and assigns for such coverage (or such coverage as is available for 150% of Acquiror and such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent may cause coverage to be provided under any policy maintained for the Company. If Acquiror or the Company benefit of Parent or any of their respective successors its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. (d) The provisions of this Section 4.11 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Surviving Corporation to merge or assigns consolidates consolidate with or merges into any other Person and shall not be unless 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, proper provision shall be made so Surviving Corporation will ensure that the successors and assigns of Acquiror surviving or the Company, as the case may be, shall succeed to resulting entity assumes the obligations set forth in imposed by this Section 7.014.11.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after The Company shall indemnify the Closing, Acquiror shall, and shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior Executive to the Closing, is or was serving at the request of Acquiror, the Company fullest extent permitted under law from and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable but not limited to attorneys’ ' fees, expenses of investigation and preparation and fees and disbursements of the Executive's accountants or other experts), judgments, fines, losses, claims, damages or liabilities penalties and amounts paid in settlement actually and reasonably incurred by the Executive in connection with any Actionproceeding in which the Executive was or is made party or was or is involved (for example, whether civil, criminal, administrative or investigative, arising out as a witness) by reason of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person the Executive was a director/manager or officer of Acquiror, is employed by the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request . Such indemnification is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries subject to, : (i) maintain for the indemnifying party promptly receiving written notice that a period claim or liability has been asserted or threatened ("Notice of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and Claim"); (ii) not amendthe indemnified party providing reasonable cooperation and assistance in the defense or settlement of a claim; and (iii) the indemnifying party being afforded the opportunity to have the sole control over the defense or settlement of such claim or liability. Unless within ten days after receiving the Notice of Claim, repeal the indemnifying party notifies in writing the indemnified party of its intent to defend against such claim or otherwise modify liability, the indemnified party may defend, settle and/or compromise any such provisions claim or liability, and be indemnified for all losses resulting from such defense, settlement and/or compromise. Any indemnified party also may participate in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Lawsuch defense at its own cost and expense. All rights to Such indemnification and advancement conferred under this Section 7.01 shall continue as to the Executive during the Employment Period and for ten years from the Date of Termination with respect to acts or omissions which occurred prior to his cessation of employment with the Company and shall inure to the benefit of the Executive's heirs, executors and administrators. The Company shall advance to the Executive all costs and expenses incurred by him in connection with any proceeding covered by this provision within 20 calendar days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified Person who against such costs and expenses. (b) The Company agrees to continue and maintain directors' and officers' liability insurance policies covering the Executive to the extent that the Company provides such coverage for its other executive officers. Such insurance coverage shall continue as to the Executive even if he has ceased to be a director/manager , member, employee or officer agent of Acquirorthe Company with respect to acts or omissions which occurred prior to his cessation of employment with the Company. Not withstanding the foregoing, however, if the Company shall cease to maintain directors' and officers' liability insurance policies covering the Executive and other executive officers by reason of: (i) a consolidation, merger, sale or other reorganization of the Company; (ii) any person or entity or group of persons or entities acting in concert acquiring management control of the Company; or (iii) the insurers providing such insurance canceling or refusing to renew such insurance, then the Executive shall have coverage only to the extent provided in any run-off policies extending the period during which the Company or the Company’s Subsidiaries at or after Executive may give the Closing insurers notice of a claim under the termination directors' and officers' liability insurance policies. The Company shall take all reasonable actions to ensure that it obtains such run-off policies and that such run-off policies extend the claims reporting period through any applicable statutes of limitations, but nothing in this section shall obligate the Company to obtain extraordinary insurance coverage for the Executive. Insurance contemplated under this Section 10(b) shall inure to the benefit of such person’s the Executive's heirs, executors and personal and legal representativesadministrators. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From All rights to exculpation, indemnification and after the Closing, Acquiror shall, and shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing advancement of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents existing as of the Original date of this Agreement Date and in favor of the current or former directors or officers of SPAC (ii) not amendeach, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of together with such person’s heirs, executors or administrators, a “D&O Indemnitee”) under the SPAC Memorandum and personal and legal representatives. Articles of Association or under any indemnification agreement such D&O Indemnitee may have with SPAC that has been made available to the Company (bor has been publicly filed on EXXXX) Acquiror shall purchase, at or prior to the Closingdate of this Agreement, in each case, as in effect as of immediately prior to the date of this Agreement (collectively, the “Existing D&O Arrangements”), shall survive the Closing and Acquiror shall or shall cause one or more of its Subsidiaries to maintain continue in full force and effect for a period of six years from the Closing Date. For a period of six years from the Closing Date, to the maximum extent permitted under applicable Law, the Company shall cause the Surviving Company to maintain in effect the Existing D&O Arrangements, and the Company shall, and shall cause the Surviving Company to, not 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. The Company shall not have any obligation under this Section 7.01 to any D&O Indemnitee when and if a court of competent jurisdiction shall determine, in a final, non-appealable judgement, that the indemnification of such D&O Indemnitee in the manner contemplated hereby is prohibited by applicable Law. (b) At or prior to the Closing, SPAC shall obtain a six year “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the First Effective Time covering those Persons each individual who are is a director or officer of SPAC currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies policy of which have been heretofore made available to Acquiror or its agents or representatives) SPAC on terms not with respect to coverage, deductibles and amounts no less favorable than the terms those of such current insurance coveragepolicy in effect on the date of this Agreement. The Company shall, except that and shall cause the Surviving Company to, maintain the D&O Tail in no event shall Acquiror or full force and effect for its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% full term. The cost of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 Tail shall be continued in respect of such claim until borne by the final disposition thereofSurviving Company and shall be a SPAC Transaction Expense. (c) Notwithstanding anything contained in this Agreement to If the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror or the Surviving Company or any of their respective its 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, proper provision provisions shall be made so that the successors and or assigns of Acquiror or the Company, as the case may be, Surviving Company shall succeed to assume all of the obligations set forth in this Section 7.01. (d) This Section 7.01 is intended for the benefit of, and to grant third party rights to, the D&O Indemnitees, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained herein. The Surviving Company shall promptly reimburse each D&O Indemnitee for any costs or expenses (including attorneys’ fees) incurred by such D&O Indemnitee in enforcing the indemnification or other obligations provided in this Section 7.01. The rights of each D&O Indemnitee under this Section 7.01 shall be in addition to any rights that such D&O Indemnitee may have under Organizational Documents of SPAC, the Cayman Companies Law or any other applicable Law or under any Existing D&O Arrangements.

Indemnification and Directors’ and Officers’ Insurance. (a) From During the Term and after for a period of six (6) years thereafter, the Closing, Acquiror Company shall, and shall cause to the Company tofullest extent permitted under applicable law, indemnify and hold harmless each present Executive against all costs and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and settlement amounts paid in connection with any Actionclaim, action, suit, proceeding or investigation (whether arising before or after the date hereof), whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing any action or occurring at omission in their capacity as an officer, director, employee, fiduciary or prior agent of the Company (or the Company or any Subsidiary). In the event of any such claim, action, suit, proceeding or investigation, (i) the Company shall pay the reasonable fees and expenses of counsel selected by Executive promptly after statements therefor are received, (ii) neither the Company nor any Subsidiary shall settle, compromise or consent to the Closingentry of any judgment in any pending or threatened action to which Executive is a party (and in respect of which indemnification could be sought by Executive hereunder), whether unless such settlement, compromise or consent includes an unconditional release of Executive from all liability arising out of such action, or Executive otherwise consents (which consent shall not be unreasonably withheld, conditioned or delayed), and (iii) the Company and the applicable Subsidiaries shall cooperate in the defense of any such matter. In the event that any claim for indemnification is asserted or claimed prior tomade within the Term or the six (6) year period thereafter, at all rights of Executive to indemnification in respect of such claim shall continue until the final disposition of such claim. The rights of Executive under this Section 27(a) shall be in addition to any rights Executive may have under the organizational documents of the Company or after any Subsidiary, under any law, or under any agreement of Executive with the Closing Company or any Subsidiary. (b) During the Term and relating to the fact that such Person was for a director/manager or officer period of Acquirorsix (6) years thereafter, the Company, or any of the Company’s Subsidiaries, successor to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, shall purchase and the Company’s Subsidiaries for such insurance policies for the year ended December 31maintain, 2021; providedat its own expense, however, that (i) Acquiror may cause coverage to be extended under the current directors’ directors and officers’ officers liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than providing coverage for Executive in the terms of such current insurance coverage with respect to claims existing same or occurring at or prior to the Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation greater amount as for members of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01Board.

Indemnification and Directors’ and Officers’ Insurance. (a) From During the Employment Period and after for a period of six (6) years thereafter, the Closing, Acquiror Company shall, and shall cause to the Company tofullest extent permitted under applicable law, indemnify and hold harmless each present Executive against all costs and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and settlement amounts paid in connection with any Actionclaim, action, suit, proceeding or investigation (whether arising before or after the Effective Date), whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing any action or occurring at omission in their capacity as an officer, director, employee, fiduciary or prior agent of the Company (or Acadia or any Subsidiary). In the event of any such claim, action, suit, proceeding or investigation, (i) the Company shall pay the reasonable fees and expenses of counsel selected by Executive promptly after statements therefor are received, (ii) neither the Company, Acadia nor any Subsidiary shall settle, compromise or consent to the Closingentry of any judgment in any pending or threatened action to which Executive is a party (and in respect of which indemnification could be sought by Executive hereunder), whether unless such settlement, compromise or consent includes an unconditional release of Executive from all liability arising out of such action, or Executive otherwise consents (which consent shall not be unreasonably withheld, conditioned or delayed), and (iii) the Company, Acadia and the applicable Subsidiaries shall cooperate in the defense of any such matter. In the event that any claim for indemnification is asserted or claimed prior tomade within the Employment Period or the six (6) year period thereafter, at all rights of Executive to indemnification in respect of such claim shall continue until the final disposition of such claim. The rights of Executive under this Section 25(a) shall be in addition to any rights Executive may have under the organizational documents of the Company, Acadia or after any Subsidiary, under any law, or under any agreement of Executive with the Closing Company, Acadia or any Subsidiary. (b) During the Employment Period and relating to the fact that such Person was for a director/manager or officer period of Acquirorsix (6) years thereafter, the Company, or any of the Company’s Subsidiaries, successor to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, shall purchase and the Company’s Subsidiaries for such insurance policies for the year ended December 31maintain, 2021; providedat its own expense, however, that (i) Acquiror may cause coverage to be extended under the current directors’ directors and officers’ officers liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than providing coverage for Executive in the terms of such current insurance coverage with respect to claims existing same or occurring at or prior to the Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation greater amount as for members of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01Board.

Indemnification and Directors’ and Officers’ Insurance. (a) From and For a period of six (6) years after the ClosingEffective Time, Acquiror shall, and shall cause the Company to, shall indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirsextent not covered by insurance, executors and personal and legal representatives. (b) Acquiror shall purchase, at each person who is now or has been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of Subsidiary (the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives"Indemnified Persons") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any Subsidiary, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law. Nothing contained herein shall make SUTIOC or the Company or the Surviving Company an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.8 relieve the final disposition thereofobligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 5.8 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.8 and may specifically enforce its terms. This Section 5.8 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. SUTIOC shall cause the Certificate of Incorporation and bylaws of the Surviving Company to maintain in effect, for a period of six (6) years after the Effective Time, the current provisions contained in the Amended and Restated Certificate of Incorporation and bylaws of the Company regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses. (b) From and after the Effective Time, the Company fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Company's Restated Certificate of Incorporation or bylaws as in effect on the date hereof. (c) Notwithstanding anything contained in this Agreement to the contrary, The provisions of this Section 7.01 shall survive 5.8 are intended to be for the consummation of the Transactions indefinitely benefit of, and shall be bindingenforceable by, jointly and severally, on Acquiror each person entitled to indemnification hereunder and the Company heirs and all successors representatives of such person and assigns of Acquiror are in addition to, and the Company. If Acquiror or the Company or any of their respective successors or assigns consolidates with or merges into not in substitution for, any other Person and rights to indemnification or contribution that any such person may have by contract or otherwise. SUTIOC shall not be permit the continuing Surviving Company to merge or surviving corporation consolidate with any other person or entity of such consolidation transfer or merger or transfers or conveys convey all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that person unless the successors and assigns of Acquiror or the Surviving Company, as the case may be, or at SUTIOC's option, SUTIOC, shall succeed to assume the obligations set forth in this Section 7.015.8.

Indemnification and Directors’ and Officers’ Insurance. (a) From For a period of not less than seven years from and after the ClosingEffective Time, Acquiror shallto the extent not covered by insurance, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, person who is now or any individual who, at any time has been prior to the Closing, is date hereof or was serving at who becomes prior to the request Effective Time an officer or director of Acquiror, the Company and or any Subsidiary (the Company’s Subsidiaries as a director/manager or officer"INDEMNIFIED PERSONS") against (i) all losses, employee or agent of another corporationclaims, partnershipdamages, joint venturecosts, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ feescounsel fees and expenses), judgments, civil fines, lossessettlements, claims, damages payments or liabilities incurred arising out of or in connection with any Actionclaim, demand, action, suit, proceeding or investigation, whether civil, administrative, investigative or, unless the applicable officer or director has been found guilty of wrongdoing in a court of law, pleads guilty or nolo contendre to wrongdoing or admits wrongdoing in a settlement, criminal, administrative based in whole or investigative, in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any Subsidiary, whether or not pertaining to matters any matter existing or occurring at or prior to the Closing, Effective Time and whether or not asserted or claimed prior to, to or at or after the Closing Effective Time ("INDEMNIFIED LIABILITIES"); and relating (ii) all Indemnified Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the fact that such Person was a director/manager or officer of Acquirortransactions contemplated hereby, the Company, or any of the Company’s Subsidiaries, in each case to the fullest extent that Acquiror, the Company required or any of the Company’s Subsidiaries would have been permitted under applicable Law law and their respective certificate of incorporation, bylaws or other organizational documents subject to any applicable restrictions in effect on the Original Agreement Date Companies Law. Parent shall also cause the Surviving Company to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses to Indemnified Persons as incurred in connection with Indemnified Liabilities to the fullest extent permitted under such organizational documents or applicable law, to the extent not advanced under any employment or indemnification agreement set forth on Schedule 7.01(a)insurance policies. Nothing contained herein shall make Parent, which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the 44 Surviving Company’s Subsidiaries at , an insurer, a co-insurer or after an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.10 relieve the Closing and inure obligations of any insurer in respect thereto. The parties hereto intend, to the benefit extent not prohibited by applicable law, that the indemnification provided for in this Section 4.10 shall apply without limitation to negligent acts or omissions by an Indemnified Person. This Section 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Memorandum of such person’s heirs, executors and personal and legal representativesAssociation or Articles of Association as currently in effect. (b) Acquiror shall purchaseFor a period of seven years from and after the Effective Time, at Parent will maintain or prior to cause the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries Surviving Company to maintain in effect for a period of six years from the Closing Date, directors’ ' and officers’ ' liability insurance covering those Persons who persons who, as of immediately prior to the Effective Time, are currently covered by Acquiror or the Company or any Company's directors' and officers' liability insurance policy (the "INSURED PARTIES") on terms no less favorable to the Insured Parties than those of the Company’s Subsidiaries’ 's present directors’ ' and officers’ ' liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021policy; provided, however, that in no event will Parent or the Surviving Company be required to expend in excess of $1,500,000 for such coverage (i) Acquiror or such coverage as is available for $1,500,000); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent may cause coverage to be extended provided under any policy maintained for the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than benefit of Parent or any of its subsidiaries, so long as the terms of such current insurance coverage with respect to claims existing or occurring at or prior are substantially comparable as they relate to the Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within intended beneficiaries thereof to such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereofexisting insurance. (c) Notwithstanding anything contained From and after the Effective Time, Parent will cause the Surviving Company to fulfill and honor in this Agreement to all respects the contrary, this Section 7.01 shall survive the consummation obligations of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and Company pursuant to any indemnification agreements between the Company and all successors its directors and assigns officers as of Acquiror or prior to the date hereof and any indemnification provisions under the Company's Memorandum of Association or Articles of Association as in effect on the date hereof. (d) The provisions of this Section 4.10 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the Companyheirs and representatives of such person. If Acquiror Parent will not permit the Surviving Company to merge or the Company or any of their respective successors or assigns consolidates consolidate with or merges into any other Person and shall not be person unless 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, proper provision shall be made so Surviving Company will ensure that the successors and assigns of Acquiror surviving or the Company, as the case may be, shall succeed to resulting entity assumes the obligations set forth in imposed by this Section 7.014.10.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company to, Surviving Corporation to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond person who is now or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of Subsidiary (the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives"Indemnified Persons") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any Subsidiary, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under Applicable Law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.8 relieve the final disposition thereofobligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.8 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.8 and may specifically enforce its terms. This Section 4.8 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company Board prior to the Effective Time) and any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time. (c) Notwithstanding anything contained in The Company shall be permitted to obtain a directors' and officers' liability insurance policy covering those individuals who at the time of the execution of this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and are covered by the Company's existing directors' and officers' liability insurance policy, for a period of six years following the Effective Time. If Acquiror The premium for such policy shall not exceed One Million Dollars ($1,000,000). (d) Parent will not, nor will Parent permit the Surviving Corporation to merge or the Company or any of their respective successors or assigns consolidates consolidate 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 sell all or substantially all of its properties and Parent's or such subsidiary's assets to any Person, then, and in each such case, proper provision shall be made so unless Parent or the Surviving Corporation will ensure that the successors and assigns of Acquiror surviving or the Company, as the case may be, shall succeed to resulting entity assumes the obligations set forth in imposed by this Section 7.014.8.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time of the Merger, Acquiror the Surviving Corporation shall, to the fullest extent permitted by applicable law, indemnify, defend and shall cause the Company hold harmless, and provide advancement of expenses to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiariesperson who is now, or any individual who, has been at any time prior to the Closingdate hereof or who becomes prior to the Effective Time of the Merger, is an officer or was serving at director or employee of Company or any of its Subsidiaries (the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities or liabilities incurred judgments or amounts that are paid in settlement of or in connection with any Actionclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Company or any of its Subsidiaries, and pertaining to matters any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to the ClosingEffective Time of the Merger, whether asserted or claimed prior to, or at or after after, the Closing Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and relating the consummation of the transactions contemplated hereby) (“Indemnified Liabilities”) to the fact that same extent such Person was a director/manager persons are indemnified or officer have the right to advancement of Acquiror, the Company, or any expenses as of the date of this Agreement by Company pursuant to Company’s Articles of Incorporation, Bylaws, any organizational documents of Company’s Subsidiaries, to the fullest extent that Acquiror, the and indemnification agreements of Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporationits Subsidiaries, bylaws or other organizational documents if any, in effect existence on the Original Agreement Date to indemnify such Person in its capacity as a director/manager date hereof with any directors or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing officers of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit any of such person’s heirs, executors and personal and legal representativesits Subsidiaries. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for For a period of six years from after the Closing DateEffective Time of the Merger, the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance covering those Persons who maintained by Company (provided that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage, amounts and retentions containing terms and conditions which are currently covered by Acquiror no less advantageous to the insured) with respect to claims arising from facts or events which occurred at or before the Company or any Effective Time of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (trueMerger; provided, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries the Surviving Corporation be required to pay an aggregate premium for such insurance expend annually in excess of 300200% of the annual premium payable in the aggregate currently paid by Acquiror, the Company, and the Company’s Subsidiaries Company for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereofcoverage. (c) Notwithstanding anything contained The Surviving Corporation shall pay (as incurred) all expenses, including reasonable fees and expenses of counsel, that an Indemnified Person may incur in enforcing the indemnity and other obligations provided for in this Agreement to Section 7.4. (d) If the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror or the Company Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Acquiror or the CompanySurviving Corporation, as the case may be, shall succeed to assume the obligations set forth in this Section 7.017.4. (e) The provisions of this Section 7.4 (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have or contract or otherwise.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the Closingacceptance of Shares for payment in the Offer, Acquiror shall, and shall cause the Company to, shall indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable Law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirsextent not covered by insurance, executors and personal and legal representatives. (b) Acquiror shall purchase, at each person who is now or has been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies Acquired Subsidiaries (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe "INDEMNIFIED PERSONS") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any of the Acquired Subsidiaries, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "INDEMNIFIED LIABILITIES"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable Law. Nothing contained herein shall make Parent, Buyer, the Company or the Surviving Corporation, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this SECTION 6.11 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable Law, that the indemnification provided for in this SECTION 6.11 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this SECTION 6.11 and may specifically enforce its terms. This SECTION 6.11 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Organizational Documents as presently in effect. (b) From and after the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company Board prior to the Effective Time) and any indemnification provisions under the Company's Organizational Documents as in effect immediately prior to the Effective Time. The Surviving Corporation's aggregate obligation to indemnify and hold harmless all Indemnified Persons for all matters to which such claim until Indemnified Persons may be entitled to be indemnified or held harmless under subsections (a) and (b) of this SECTION 6.11 shall in no event exceed the final disposition thereofnet worth of the Company at the Effective Time. (c) Notwithstanding anything contained For a period of six (6) years after the Effective Time, Parent will maintain or cause the Surviving Corporation to maintain in this Agreement effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the contraryEffective Time, this Section 7.01 shall survive are covered by the consummation Company's directors' and officers' liability insurance policy (the "INSURED PARTIES") on terms no less favorable to the Insured Parties than those of the Transactions indefinitely Company's present directors' and shall be bindingofficers' liability insurance policy; provided however, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror that in no event will Parent or the Company be required to expend in excess of two hundred percent (200%) of the annual premium currently paid by the Company for such coverage (or such coverage as is available for two hundred percent (200%) of such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent, at its election, may cause coverage to be provided under any policy maintained for the benefit of Parent or any of their respective successors its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. (d) Neither Parent nor any of its affiliates shall be obligated to guarantee the payment or assigns consolidates performance of the Company's obligations under clauses (a) or (b) of this SECTION 6.11 so long as the Company honors such obligations to the extent of its shareholders' equity at the Effective Time, and neither Parent nor any such affiliate shall have any liability or obligation to any Indemnified Person arising from the Company's Breach of, or inability to perform its obligations under, such clauses in excess of the difference between the shareholders' equity of the Company at the Effective Time and the aggregate of all amounts paid by the Company in satisfaction of such obligations. The provisions of this SECTION 6.11 are intended to be for the benefit of, and will be Enforceable by, each Indemnified Person and the heirs and representatives of such Indemnified Person. Parent will not permit the Company to merge or consolidate with or merges into any other Person and unless the Company will ensure that the surviving or resulting entity assumes the obligations imposed by this SECTION 6.11. (e) If any Action is brought for the enforcement of the provisions of this Section 6.11 by any Indemnified Party, as a condition to bringing such Action, such Indemnified Party shall not agree that the successful or prevailing party in any such Action shall be the continuing entitled to recover, in addition to any other relief to which he or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially it may be entitled, all of his or its properties actual out of pocket costs and assets to any Person, then, and expenses (including attorneys fees) incurred in each connection with such case, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01Action.

Indemnification and Directors’ and Officers’ Insurance. (a) From Parent and after the ClosingSub agree that all rights to indemnification, Acquiror shall, advancement of expenses and shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, exculpation from liabilities for acts or any individual who, at any time omissions occurring prior to the Closing, is Effective Time now existing in favor of the current and former directors or was serving at the request officers of Acquiror, the Company or any of the Company Subsidiaries and the Company’s Subsidiaries Persons who served as a director/manager or , officer, trustee, employee or agent of another corporation, or of a partnership, joint venture, trust or other enterprise, against including service with respect to employee benefit plans maintained or sponsored by the Company or the Company Subsidiaries (each, together with such Person’s heirs, executors or administrators, an “Indemnified Party”) as provided in their respective certificates of incorporation or bylaws or other organizational documents shall survive the Merger and shall continue in full force and effect in accordance with their terms; provided that any costs or Indemnified Party to whom expenses may be advanced provides an undertaking to repay such advances if it is ultimately determined by a court of competent jurisdiction in a final, non-appealable order that such Indemnified Party is not entitled to indemnification. (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or b) For six years from and after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s SubsidiariesEffective Time, to the fullest extent that Acquirorpermitted by applicable Law, Parent and the Company or any Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s Subsidiaries would have been permitted under applicable Law (as the Surviving Company) and each of the Company Subsidiaries’ (or their respective certificate successors) certificates of incorporation, incorporation and bylaws or other similar organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred immediately prior to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aEffective Time (including the Company Certificate and the Company Bylaws), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify any such provisions in any respect manner that would adversely affect the rights thereunder of those Persons thereunderany Indemnified Party; provided, in each casehowever, except as required by Law. All that all rights to indemnification and advancement conferred under this Section 7.01 in respect of any action pending or asserted or any claim made within such period shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, until the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit disposition of such person’s heirs, executors and personal and legal representativesaction or resolution of such claim. (bc) Acquiror Parent shall purchaseassume, at be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor, in accordance with their respective terms, each of the agreements contained in this Section 6.08 from and after the Effective Time. (d) At or prior to the ClosingEffective Time, and Acquiror shall or Parent shall cause one or more of its Subsidiaries the Company to maintain in effect for purchase a period of six years from the Closing Date, “tail” directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or policy for the Company or any and its current directors and officers in form and substance reasonably acceptable to the Company that shall provide the Company and such directors and officers with coverage for six years following the Effective Time of not less than the existing coverage and have other terms not less favorable to the insured persons (including the Company’s Subsidiaries’ ) than the directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms coverage currently maintained by the Company; provided that Parent shall not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance policy in excess of 300250% of the current annual premium payable in paid by the aggregate by Acquiror, the Company, and the Company’s Subsidiaries Company for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current its directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O TailMaximum Premium”) ), and (ii) if any claim in the event that the Maximum Premium is asserted or made within insufficient for such six-year periodcoverage, any insurance required Parent shall purchase the maximum amount of coverage that is available for such amount. Parent shall, and shall cause the Surviving Corporation to, maintain such policy in full force and effect, and continue to be maintained under this Section 7.01 shall be continued in respect of such claim until honor the final disposition thereofobligations thereunder. (ce) Notwithstanding anything contained Parent shall pay all expenses, including reasonable attorneys’ fees, that are incurred by any Indemnified Party in this Agreement enforcing Parent’s obligations pursuant to the contrary, this Section 7.01 6.08. (f) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Company Certificate, the Company Bylaws, any other indemnification arrangement, the DGCL or otherwise. The provisions of this Section 6.08 shall survive the consummation of the Transactions indefinitely Merger and shall be bindingexpressly are intended to benefit, jointly and severallyare enforceable by, on Acquiror and each of the Company and all successors and assigns of Acquiror and Indemnified Parties. (g) In the Company. If Acquiror or event Parent, the Company Surviving Corporation or any of their respective successors or assigns consolidates (x) consolidate with or merges merge into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or transfers or conveys (y) transfer all or substantially all of its their properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of Acquiror Parent or the CompanySurviving Corporation, as the case may be, shall succeed to assume the obligations set forth in this Section 7.016.08.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirsextent not covered by insurance, executors and personal and legal representatives. (b) Acquiror shall purchase, at each person who is now or has been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of Subsidiary (the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives"INDEMNIFIED PERSONS") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any Subsidiary, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "INDEMNIFIED LIABILITIES"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Company, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.11 relieve the final disposition thereofobligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 4.11 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.11 and may specifically enforce its terms. This Section 4.11 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or Bylaws as presently in effect. (b) From and after the Effective Time, Parent will cause the Surviving Company to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Company's Certificate of Incorporation or Bylaws as in effect on the date hereof. (c) Notwithstanding anything contained For a period of six (6) years after the Effective Time, Parent will maintain or cause the Surviving Company to maintain in this Agreement effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the contraryEffective Time, this Section 7.01 shall survive are covered by the consummation Company's directors' and officers' liability insurance policy (the "INSURED PARTIES") on terms no less favorable to the Insured Parties than those of the Transactions indefinitely Company's present directors' and shall officers' liability insurance policy; provided, however, that in no event will Parent or the Surviving Company be binding, jointly and severally, on Acquiror and required to expend in excess of 150% of the annual premium currently paid by the Company and all successors and assigns for such coverage (or such coverage as is available for 150% of Acquiror and such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent may cause coverage to be provided under any policy maintained for the Company. If Acquiror or the Company benefit of Parent or any of their respective successors its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. (d) The provisions of this Section 4.11 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Surviving Company to merge or assigns consolidates consolidate with or merges into any other Person and shall not be person unless 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, proper provision shall be made so Surviving Company will ensure that the successors and assigns of Acquiror surviving or the Company, as the case may be, shall succeed to resulting entity assumes the obligations set forth in imposed by this Section 7.014.11.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the Closingacceptance of Shares for payment in the Offer, Acquiror shall, and shall cause the Company to, shall indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable Law), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond person who is now or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of (the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that "Indemnified Persons") against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any of its Subsidiaries, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable Law. Nothing contained herein shall make Parent, Buyer, the Company or the Surviving Corporation, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 6.7 relieve ----------- the final disposition thereof. (c) Notwithstanding anything contained in this Agreement obligations of any insurer with respect thereto. The parties hereto intend, to the contraryextent not prohibited by applicable Law, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth indemnification provided for in this Section 7.01.6.7 shall apply without limitation to negligent ----------- acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 6.7 and may specifically enforce ----------- its terms. This

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the “Indemnified Persons”) against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any Subsidiary, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date “Indemnified Liabilities”); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the Surviving Company an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.9 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 5.9 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.9 and may specifically enforce its terms. This Section 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at Certificate of Incorporation or bylaws as presently in effect. Parent shall cause the Certificate of Incorporation and bylaws of the Surviving Company to maintain in effect, for a period of six (6) years after the Closing Effective Time, the current provisions contained in the Certificate of Incorporation and inure to bylaws of the benefit Company regarding elimination of such person’s heirsliability of directors, executors indemnification of officers, directors and personal employees and legal representativesadvancement of expenses. (b) Acquiror shall purchaseFrom and after the Effective Time, at Parent will cause the Surviving Company to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the Closing, date hereof and Acquiror shall any indemnification provisions under the Company’s Certificate of Incorporation or shall cause one or more of its Subsidiaries to maintain bylaws as in effect for on the date hereof. (c) For a period of six (6) years from after the Closing DateEffective Time, Parent will maintain or cause the Surviving Company to maintain in effect, if available, directors’ and officers’ liability insurance covering those Persons who persons who, as of immediately prior to the Effective Time, are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies policy (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe “Insured Parties”) on terms not no less favorable to the Insured Parties than the terms those of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current present directors’ and officers’ liability insurance policy; provided, however, that in no event will Parent or the Surviving Company be required to expend in excess of 200% of the annual premium currently paid by obtaining a six-year “tail” the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent may cause coverage to be provided under any policy containing maintained for the benefit of Parent or any of its subsidiaries, so long as the terms are not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior advantageous to the Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within intended beneficiaries thereof than such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereofexisting insurance. (cd) Notwithstanding anything contained in this Agreement to the contrary, The provisions of this Section 7.01 shall survive 5.9 are intended to be for the consummation of the Transactions indefinitely benefit of, and shall will be bindingenforceable by, jointly and severally, on Acquiror each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Surviving Company and all successors and assigns of Acquiror and the Company. If Acquiror to merge or the Company or any of their respective successors or assigns consolidates consolidate with or merges into any other Person and shall not be person unless 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, proper provision shall be made so Surviving Company will ensure that the successors and assigns of Acquiror surviving or the Company, as the case may be, shall succeed to resulting entity assumes the obligations set forth in imposed by this Section 7.015.9.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time of the Merger, Acquiror the Surviving Corporation shall, to the fullest extent permitted by applicable law, indemnify, defend and shall cause the Company hold harmless, and provide advancement of expenses to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiariesperson who is now, or any individual who, has been at any time prior to the Closingdate hereof or who becomes prior to the Effective Time of the Merger, is an officer or was serving at director or employee of Company (the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities or liabilities incurred judgments or amounts that are paid in settlement of or in connection with any Actionclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation to the extent based on or arising out of the fact that such person is or was a director or officer of Company, and pertaining to matters any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to the ClosingEffective Time of the Merger, whether asserted or claimed prior to, or at or after after, the Closing Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and relating the consummation of the transactions contemplated hereby) (“Indemnified Liabilities”) to the fact same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by Company pursuant to Company’s Certificate of Incorporation, Bylaws and indemnification agreements, if any, in existence on the date hereof with any directors or officers of Company, but only to the extent such agreements are listed in Section 7.4(a) of the Company Disclosure Letter (provided that any Person to whom expenses are advanced shall have provided an undertaking to repay such advances if it is ultimately and finally determined after all appeals are exhausted that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, is not entitled to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aindemnification), which such advancement right and Parent shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions guarantee performance of such certificates of incorporation, bylaws and other organizational documents as of obligations by the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesSurviving Corporation. (b) Acquiror For a period of six years after the Effective Time of the Merger, the Surviving Corporation shall, and Parent shall purchasecause the Surviving Corporation to, cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by Company (provided that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of, or Parent may elect instead to maintain pursuant to Parent’s policies, at least the same coverage, amounts and retentions containing terms and conditions which in the aggregate are no less advantageous to the insured) with respect to claims arising from facts or events which occurred at or before the Effective Time of the Merger; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for such insurance in excess of 200% of the last annual premiums paid by Company prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries date hereof to maintain its current policies (which are equal to $174,375 in the aggregate), but in such case shall purchase as much coverage as possible for such amount. (c) The Indemnified Liabilities shall include all expenses, including reasonable fees and expenses of counsel, that an Indemnified Person may incur in enforcing the indemnity and other obligations provided for in this Section 7.4. (d) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and exculpation of individuals who were directors and officers of Company prior to the Effective Time than are set forth in Company’s Certificate of Incorporation and Bylaws as in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing DateEffective Time in any manner that would adversely affect the rights thereunder of any such individuals, directors’ and officers’ liability insurance covering those Persons who are currently covered unless such a modification is required by Acquiror or applicable law. If the Company Surviving Corporation or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror its successors or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that assigns (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror or the Company or any of their respective successors or assigns consolidates with or merges into any other Person 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 Personperson, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Acquiror or the CompanySurviving Corporation, as the case may be, shall succeed to assume the obligations set forth in this Section 7.017.4. (e) The provisions of this Section 7.4, (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have or contract or otherwise.

Indemnification and Directors’ and Officers’ Insurance. (a) From For a period of not less than seven years from and after the ClosingEffective Time, Acquiror shallto the extent not covered by insurance, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, person who is now or any individual who, at any time has been prior to the Closing, is date hereof or was serving at who becomes prior to the request Effective Time an officer or director of Acquiror, the Company and or any Subsidiary (the Company’s Subsidiaries as a director/manager or officer“Indemnified Persons”) against (i) all losses, employee or agent of another corporationclaims, partnershipdamages, joint venturecosts, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ feescounsel fees and expenses), judgments, civil fines, lossessettlements, claims, damages payments or liabilities incurred arising out of or in connection with any Actionclaim, demand, action, suit, proceeding or investigation, whether civil, administrative, investigative or, unless the applicable officer or director has been found guilty of wrongdoing in a court of law, pleads guilty or nolo contendre to wrongdoing or admits wrongdoing in a settlement, criminal, administrative based in whole or investigative, in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any Subsidiary, whether or not pertaining to matters any matter existing or occurring at or prior to the Closing, Effective Time and whether or not asserted or claimed prior to, to or at or after the Closing Effective Time (“Indemnified Liabilities”); and relating (ii) all Indemnified Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the fact that such Person was a director/manager or officer of Acquirortransactions contemplated hereby, the Company, or any of the Company’s Subsidiaries, in each case to the fullest extent that Acquiror, the Company required or any of the Company’s Subsidiaries would have been permitted under applicable Law law and their respective certificate of incorporation, bylaws or other organizational documents subject to any applicable restrictions in effect on the Original Agreement Date Companies Law. Parent shall also cause the Surviving Company to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses to Indemnified Persons as incurred in connection with Indemnified Liabilities to the fullest extent permitted under such organizational documents or applicable law, to the extent not advanced under any employment or indemnification agreement set forth on Schedule 7.01(a)insurance policies. Nothing contained herein shall make Parent, which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the Surviving Company, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.10 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 4.10 shall apply without limitation to negligent acts or omissions by an Indemnified Person. This Section 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at Memorandum of Association or after the Closing and inure to the benefit Articles of such person’s heirs, executors and personal and legal representativesAssociation as currently in effect. (b) Acquiror shall purchaseFor a period of seven years from and after the Effective Time, at Parent will maintain or prior to cause the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries Surviving Company to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who persons who, as of immediately prior to the Effective Time, are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies policy (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe “Insured Parties”) on terms not no less favorable to the Insured Parties than the terms those of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current present directors’ and officers’ liability insurance by obtaining a six-year “tail” policy; provided, however, that in no event will Parent or the Surviving Company be required to expend in excess of $1,500,000 for such coverage (or such coverage as is available for $1,500,000); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent may cause coverage to be provided under any policy containing terms not materially less favorable than maintained for the benefit of Parent or any of its subsidiaries, so long as the terms of such current insurance coverage with respect to claims existing or occurring at or prior are substantially comparable as they relate to the Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within intended beneficiaries thereof to such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereofexisting insurance. (c) Notwithstanding anything contained From and after the Effective Time, Parent will cause the Surviving Company to fulfill and honor in this Agreement to all respects the contrary, this Section 7.01 shall survive the consummation obligations of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and Company pursuant to any indemnification agreements between the Company and all successors its directors and assigns officers as of Acquiror or prior to the date hereof and any indemnification provisions under the Company’s Memorandum of Association or Articles of Association as in effect on the date hereof. (d) The provisions of this Section 4.10 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the Companyheirs and representatives of such person. If Acquiror Parent will not permit the Surviving Company to merge or the Company or any of their respective successors or assigns consolidates consolidate with or merges into any other Person and shall not be person unless 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, proper provision shall be made so Surviving Company will ensure that the successors and assigns of Acquiror surviving or the Company, as the case may be, shall succeed to resulting entity assumes the obligations set forth in imposed by this Section 7.014.10.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include any each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company (the "INDEMNIFIED PERSONS") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without the requirement of any bond whole or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as part on or arising in whole or in part out of the Original Agreement Date and (ii) not amend, repeal fact that such person is or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager was an officer or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any director of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available whether or not pertaining to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "INDEMNIFIED LIABILITIES"); and (ii) if all Indemnified Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law. As between Parent, Acquisition and the Company, on the one hand, and any claim is asserted insurer, on the other hand, nothing contained herein shall make Parent, Acquisition, the Company or made within such sixthe Surviving Company an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.9 relieve the final disposition thereofobligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 5.9 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.9 and may specifically enforce its terms. This Section 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. Parent shall cause the Certificate of Incorporation and bylaws of the Surviving Company to maintain in effect, for a period of six (6) years after the Effective Time, the current provisions contained in the Certificate of Incorporation and bylaws of Acquisition regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses. (b) From and after the Effective Time, Parent will cause the Surviving Company to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Company's Certificate of Incorporation or bylaws as in effect on the date hereof. (c) Notwithstanding anything contained For a period of six (6) years after the Effective Time, Parent will maintain or cause the Surviving Company to maintain in this Agreement effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the contraryEffective Time, this Section 7.01 shall survive are covered by the consummation Company's directors' and officers' liability insurance policy (the "INSURED PARTIES") on terms no less favorable to the Insured Parties than those of the Transactions indefinitely Company's present directors' and shall officers' liability insurance policy; provided, however, that in no event will Parent or the Surviving Company be binding, jointly and severally, on Acquiror and required to expend in excess of 200% of the annual premium currently paid by the Company and all successors and assigns for such coverage (or such coverage as is available for 200% of Acquiror and such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent may cause coverage to be provided under any policy maintained for the Company. If Acquiror or the Company benefit of Parent or any of their respective successors its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. (d) The provisions of this Section 5.9 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Surviving Company to merge or assigns consolidates consolidate with or merges into any other Person and shall not be person unless 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, proper provision shall be made so Surviving Company will ensure that the successors and assigns of Acquiror surviving or the Company, as the case may be, shall succeed to resulting entity assumes the obligations set forth in imposed by this Section 7.015.9.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Closing, Acquiror shall, and SPAC shall cause the Company to, indemnify and hold harmless each present and former director/, manager and officer of Acquiror, (x) the Company and the Company’s each of its Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request and (y) SPAC and each of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseits Subsidiaries, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s SubsidiariesClosing, to the fullest extent that Acquiror, the Company or any its Subsidiaries, or SPAC and each of the Company’s Subsidiaries its Subsidiaries, as applicable, would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents Organizational Documents in effect on the Original date of this Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, including the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or securityapplicable Law). Without limiting the foregoing, Acquiror SPAC shall, and shall cause the Company and the Company’s its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Closing provisions in its their respective certificate of incorporation, bylaws and other organizational documents Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents Organizational Documents as of the Original date of this Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror The Company shall or shall cause one or more of its Subsidiaries to purchase, at or prior to the Closing, and Acquiror SPAC shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six (6) years from the Closing DateClosing, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or (x) the Company Company’s or any of the Companyits Subsidiaries’ and/or (y) SPAC’s or any of its Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror SPAC and to the Company or its agents or their respective representatives, by the other) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror SPAC may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 8.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 8.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company SPAC, Holdings and all successors and assigns of Acquiror SPAC and the CompanyHoldings. If Acquiror SPAC or the Company Holdings 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, proper provision shall be made so that the successors and assigns of Acquiror SPAC or the CompanyHoldings, as the case may be, shall succeed to the obligations set forth in this Section 7.018.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and shall cause the Company to, Surviving Entity to indemnify and hold harmless each present and former director/, manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request each of Acquiror, the Company and the Company’s its Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s SubsidiariesEffective Time, to the fullest extent that Acquiror, the any Company or any of the Company’s Subsidiaries Group Member would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original date of this Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, including the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or securityapplicable Law). Without limiting the foregoing, Acquiror shall, and shall cause the Company Surviving Entity and the Company’s each of its Subsidiaries to, (i) maintain for a period of not less than six years from the Closing Effective Time provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original date of this Agreement Date 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 Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchaseFor a period of six years from the Effective Time, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company Company’s or any of the Company’s its Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate annual premium for such insurance in excess of 300% of the annual premium payable in by the aggregate by Acquiror, the Company, and the Company’s Subsidiaries Company Group Members for such insurance policies policy for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing Effective Time (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions Mergers indefinitely and shall be binding, jointly and severally, on Acquiror and Acquiror, the Company Surviving Corporation, the Surviving Entity and all successors and assigns of Acquiror and the CompanySurviving Corporation, and the Surviving Entity. If Acquiror or In the Company event that Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Acquiror Acquiror, the Surviving Corporation, the Surviving Entity or the Companyany of their respective successors or assigns, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents Applicable Law to) each person who is now or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies 's subsidiaries (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe "Indemnified Persons") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against: (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any of its subsidiaries, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if all Indemnified Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under Applicable Law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 5.7 shall apply without limitation to negligent acts or omissions by an Indemnified Person. This Section 5.7 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as currently in effect. (b) From and after the Effective Time, Parent will cause the Surviving Corporation to fulfill the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof and to keep in effect any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time. (c) For a period of six years after the Effective Time, Parent will maintain or cause the Surviving Corporation to maintain in effect, at no expense to the beneficiaries, directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered by the Company's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than those of the Company's current directors' and officers' liability insurance policy; provided, however, that in no event shall Parent or the Company be required to expend on an annual basis in excess of 150% of the annual premium currently paid by the Company for such coverage (the "Maximum Premium"). If the Surviving Corporation is unable to obtain the insurance required by this Section 5.7(c) for the Maximum Premium, it shall obtain as much comparable insurance as possible for an annual premium equal to the Maximum Premium. In lieu of maintaining such existing insurance, Parent, at its election, may cause coverage to be provided under any policy maintained for the benefit of Parent or any of its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. In the event any claim is asserted made against present or made within such six-year periodformer directors, any officers or employees of the Company that is covered or potentially covered by insurance, neither the Surviving Corporation nor Parent shall do anything that would forfeit, jeopardize, restrict or limit the insurance required to be maintained under this Section 7.01 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 (whether arising before, at or after the Effective Time) is made against any Indemnified Persons, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 7.01 5.7 shall survive continue in effect until the consummation final disposition of such claim, action, suit, proceeding or investigation. (e) This covenant is intended to be for the Transactions indefinitely benefit of, and shall be bindingenforceable by, jointly each of the Indemnified Persons and severallytheir respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Person is entitled, on Acquiror whether pursuant to law, contract or otherwise. Parent shall pay all reasonable expenses, including attorneys' fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided for in this Section 5.7. (f) In the Company and all successors and assigns of Acquiror and event that the Company. If Acquiror Surviving Corporation or the Company Parent or any of their respective successors or assigns (i) consolidates with or merges into any other Person 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 Personperson, then, and in each such case, to the extent necessary to effectuate the purposes of this Section 5.7, proper provision shall be made so that the successors and assigns of Acquiror the Surviving Corporation or the Company, as the case may be, Parent shall succeed to the obligations set forth in this Section 7.015.7 and none of the actions described in clauses (i) or (ii) shall be taken until such provision is made.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, shall also cause the Company and the Company’s Subsidiaries, or any individual who, at any time prior Surviving Corporation to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirsextent not covered by insurance, executors and personal and legal representatives. (b) Acquiror shall purchase, at each person who is now or has been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies 's subsidiaries (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe "Indemnified Persons") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any of its subsidiaries, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby to the fullest extent required or permitted under Applicable Law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of any insurance policies that may provide coverage for Indemnified Liabilities, nor shall this Section 4.9 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.9 shall apply to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.9 and may specifically enforce its terms. This Section 4.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company Board prior to the Effective Time) and any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time; provided, however, that Parent's aggregate obligation to indemnify and hold harmless all Indemnified Persons for all matters to which such claim until Indemnified Persons may be entitled to be indemnified or held harmless under subsections (a) and (b) of this Section 4.9 shall in no event exceed the final disposition thereofCompany's net worth as of September 30, 1999. (c) Notwithstanding anything contained For a period of six years after the Effective Time, Parent will maintain or cause the Surviving Corporation to maintain in this Agreement effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the contraryEffective Time, this Section 7.01 shall survive are covered by the consummation Company's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than those of the Transactions indefinitely Company's present directors' and officers' liability insurance policy; provided, however, that in no event shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror Parent or the Company be required to expend on an annual basis in excess of 200% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent, at its election, may cause coverage at least as favorable in all material respects to the Insured Parties to be provided under any policy maintained for the benefit of Parent or any of their respective successors its subsidiaries. (d) Neither Parent nor any of its affiliates shall be obligated to guarantee the payment or assigns consolidates performance of the Company's obligations under subsection (a) or (b) of this Section 4.9, so long as the Surviving Corporation honors such obligations to the extent of the Company's net worth at September 30, 1999. In no event, however, shall Parent or any such affiliate have any liability or obligation to any Indemnified Person arising from the Company's breach of, or inability to perform its obligations under, subsection (a) or (b) of this Section 4.9 in excess of the difference between the net worth of the Company at September 30, 1999 and the aggregate of all amounts paid by the Company in satisfaction of such obligation. The provisions of this Section 4.9 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Company to merge or consolidate with or merges into any other Person and shall not be (including Parent) unless Parent ensures that the continuing surviving or surviving corporation or resulting entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Personassumes the obligations imposed by this Section 4.9, then, and in each such case, proper provision provided that if the Company shall be made so that merged with Parent, the successors and assigns of Acquiror or the Company, as the case may be, net worth limitations contained above shall succeed to the obligations set forth in this Section 7.01no longer apply.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company to, Surviving Corporation to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond person who is now or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of Subsidiary (the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives"INDEMNIFIED PERSONS") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any Subsidiary, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "INDEMNIFIED LIABILITIES"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions A-45 contemplated hereby, in each case to the fullest extent required or permitted under Applicable Law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.9 relieve the final disposition thereof. (c) Notwithstanding anything contained obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Agreement Section 4.9 shall apply without limitation to the contrary, negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 7.01 4.9 and may specifically enforce its terms. This Section 4.9 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with 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, proper provision shall be made so that the successors and assigns of Acquiror or under the Company, 's Certificate of Incorporation or bylaws as the case may be, shall succeed to the obligations set forth presently in this Section 7.01effect.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shallthe Surviving Entity shall indemnify, and shall cause the Company to, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law), which such advancement right shall include any to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Seller (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without the requirement of any bond whole or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as part on or arising in whole or in part out of the Original Agreement Date and (ii) fact that such person is or was an officer or director of the Seller, whether or not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as pertaining to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within in part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the same extent as such sixPersons are indemnified for such matters under the Seller's Certificate of Incorporation and by-year periodlaws. Nothing contained herein shall make the Buyer, any insurance required to be maintained under this Section 7.01 shall be continued the Seller or the Surviving Entity an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 relieve the obligations of any insurer in respect thereto. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.7 and may specifically enforce its terms. This Section 5.7 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Seller or under the Seller's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, the Surviving Entity shall fulfill and honor in all respects the obligations of the Seller pursuant to any indemnification agreements between the Seller and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Seller's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Entity's aggregate obligation to indemnify and hold harmless all Indemnified Persons for all matters to which such claim until Indemnified Persons may be entitled to be indemnified or held harmless under subsections (a) and (b) of this Section 5.7 shall in no event exceed the final disposition thereofSeller's net worth as of September 30, 2003. (c) Notwithstanding anything contained For a period of six years after the Effective Time, the Buyer, as the Surviving Entity, will maintain in this Agreement effect directors' and officers' liability insurance covering those persons who, as of immediately prior to the contraryEffective Time, this Section 7.01 shall survive are covered by the consummation Seller's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than (i) those of the Transactions indefinitely Seller's present directors' and shall officers' liability insurance policy and (ii) those provided by Buyer to its own managers and officers; provided that, in lieu of maintaining such existing insurance as provided above, the Buyer, at its election, may cause coverage to be bindingprovided under any policy maintained for the benefit of the Buyer, jointly and severallyso long as the terms are not less advantageous to the intended beneficiaries thereof than such existing insurance. Notwithstanding the foregoing, on Acquiror and (a) the Company and all successors and assigns of Acquiror and the Company. If Acquiror or the Company or any of their respective successors or assigns consolidates with or merges into any other Person and Buyer shall not be obligated to pay annual premiums to insure the continuing or surviving corporation or entity Insured Parties in excess of such consolidation or merger or transfers or conveys all or substantially 150% of the annual premium most recently paid by the Seller prior to the date hereof for directors' and officers' liability insurance (as set forth in Section 3.15 of the Seller Disclosure Schedule) and (b) the Buyer shall be deemed to have satisfied all of its properties and assets obligations under this Section 5.7(c) in the event that it acquires single premium tail insurance at an aggregate premium cost not to any Person, then, and in each such case, proper provision shall be made so that exceed 300% of the successors and assigns of Acquiror or annual premium most recently paid by the Company, as the case may be, shall succeed Seller prior to the obligations date hereof (as set forth in Section 3.15 of the Seller Disclosure Schedule). (d) Neither the Buyer nor any of its Affiliates shall be obligated to guarantee the payment or performance of the Seller's obligations under subsection (a) or (b) of this Section 7.015.7, so long as (i) the Surviving Entity honors such obligations to the extent of the Seller's net worth at September 30, 2003, and (ii) the Buyer and its Affiliates do not take any action (or omit to take any action) to cause the Surviving Entity to contravene this Section 5.7.

Indemnification and Directors’ and Officers’ Insurance. (a) From and For a period of six (6) years after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirsextent not covered by insurance, executors and personal and legal representatives. (b) Acquiror shall purchase, at each person who is now or has been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of Subsidiary (the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives“Indemnified Persons”) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any Subsidiary, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O TailIndemnified Liabilities”) ); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Company an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.9 relieve the final disposition thereofobligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 5.9 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.9 and may specifically enforce its terms. This Section 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Certificate of Incorporation or bylaws as presently in effect. Parent shall cause the Certificate of Incorporation and bylaws of the Surviving Company to maintain in effect, for a period of six (6) years after the Effective Time, the current provisions contained in the Amended and Restated Certificate of Incorporation and bylaws of the Company regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses. (b) From and after the Effective Time, Parent shall cause the Surviving Company to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Company’s Restated Certificate of Incorporation or bylaws as in effect on the date hereof. (c) Notwithstanding anything contained in this Agreement to the contrary, The provisions of this Section 7.01 shall survive 5.9 are intended to be for the consummation of the Transactions indefinitely benefit of, and shall be bindingenforceable by, jointly and severally, on Acquiror each person entitled to indemnification hereunder and the Company heirs and all successors representatives of such person and assigns of Acquiror are in addition to, and the Company. If Acquiror or the Company or any of their respective successors or assigns consolidates with or merges into not in substitution for, any other Person and rights to indemnification or contribution that any such person may have by contract or otherwise. Parent shall not be permit the continuing Surviving Company to merge or surviving corporation consolidate with any other person or entity of such consolidation transfer or merger or transfers or conveys convey all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that person unless the successors and assigns of Acquiror or the Surviving Company, as the case may be, or at Parent’s option, Parent, shall succeed to assume the obligations set forth in this Section 7.015.9. (d) The Company shall purchase within twenty-eight (28) days after the Expiration Date run-off or “tail” insurance coverage under its existing directors’ and officers’ liability insurance policies, or from another insurer, that provides coverage, for a period of six (6) years after the Effective Time, for the Company’s directors and officers for claims arising from facts or events that occurred at, or prior to, the Effective Time (including acts or omissions relating to the approval of this Agreement and consummation of the transactions contemplated hereby) (the “D&O Insurance“). The D&O Insurance shall be substantially equivalent to the Company’s existing policies, or if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, that the aggregate cost for the purchase of such D&O Insurance (for the entire six (6) “year tail” coverage period) shall not exceed $1,800,000.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and shall cause the Company Surviving Entities to, indemnify and hold harmless each present and former director/, manager and officer of Acquiror, the each Company Party and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request each of Acquiror, the Company and the Company’s their respective Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s SubsidiariesEffective Time, to the fullest extent that Acquiror, the such Company Party or any of the Company’s its Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original date of this Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, including the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or securityapplicable Law). Without limiting the foregoing, Acquiror shall, and shall cause the Company Surviving Entities and the Company’s each of their respective Subsidiaries to, (i) maintain for a period of not less than six years from the Closing Effective Time provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original date of this Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror Each Company Party shall or shall cause one or more of its Subsidiaries to purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing DateEffective Time, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the such Company Party’s or any of the Company’s its Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, Company Parties and the Company’s their Subsidiaries for such insurance policies policy for the year ended December 31, 20212020; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing Effective Time (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions Mergers indefinitely and shall be binding, jointly and severally, on Acquiror and Acquiror, the Company Surviving Entities and all successors and assigns of Acquiror and the CompanySurviving Entities. If Acquiror or the Company Surviving Entities or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Acquiror or the CompanySurviving Entities, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and shall cause the Company to, shall indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirsextent not covered by insurance, executors and personal and legal representatives. (b) Acquiror shall purchase, at each person who is now or has been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies 's subsidiaries (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe "Indemnified Persons") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any of its subsidiaries, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under Applicable Law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.10 relieve the final disposition thereof. (c) Notwithstanding anything contained obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Agreement Section 4.10 shall apply without limitation to the contrary, negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 7.01 4.10 and may specifically enforce its terms. This Section 4.10 shall survive not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the consummation Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, the Parent shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and Company pursuant to any indemnification agreements between the Company and all successors its directors and assigns officers as of Acquiror and or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company's Board of Directors prior to the Effective Time) and any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time. If Acquiror or In the Company event that the Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person 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 Personperson, then, and in each such case, Parent shall cause proper provision shall to be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to Surviving Corporation assume the obligations set forth in this Section 7.014.10. (c) For a period of six years after the Effective Time, Parent will maintain or cause the Surviving Corporation to maintain in effect, if available, directors' and officers' liability insurance covering those persons 30 36 who, as of immediately prior to the Effective Time, are covered by the Company's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than those of the Company's present directors' and officers' liability insurance policy; provided, however, that in no event will Parent or the Company be required to expend in excess of 200% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent, at its election, may cause coverage to be provided under any policy maintained for the benefit of Parent or any of its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. (d) Neither Parent nor any of its Affiliates shall be obligated to guarantee the payment or performance of the Company's obligations under Clauses (a) or (b) of this Section 4.10 so long as the Company honors such obligations to the extent of its net worth at the Effective Time, and neither Parent nor any such Affiliate shall have any liability or obligation to any Indemnified Person arising from the Company's breach of, or inability to perform its obligations under, such Clauses in excess of the difference between the net worth of the Company at the Effective Time and the aggregate of all amounts paid by the Company in satisfaction of such obligations. The provisions of this Section 4.10 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Company to merge or consolidate with any other Person unless the Company will ensure that the surviving or resulting entity assumes the obligations imposed by this Section 4.10.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Closing, Acquiror shall, and shall cause the Company to, indemnify and hold harmless each present and former director/manager and In Xxxxx’x capacity as an officer of AcquirorWUC or serving or having served any other entity as an officer at WUC’s request, the Company Xxxxx shall be indemnified and the Company’s Subsidiaries, or any individual who, at any time prior held harmless by WUC to the Closingfullest extent allowed by law, is or was serving at the request WUC’s Certificate of AcquirorIncorporation and Bylaws, the Company from and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or and all losses, claims, damages, liabilities, expenses (including reasonable attorneys’ feeslegal fees and expenses), judgments, fines, losses, settlements and other amounts arising from any and all claims, damages demands, actions, suits or liabilities incurred in connection with any Actionproceedings, whether civil, criminal, administrative or investigative, arising in which Xxxxx may be involved, or threatened to be involved, as a party or otherwise by reason of Xxxxx’x status, which relate to or arise out of WUC and such other entities, their assets, business or pertaining to matters existing or occurring at or prior to the Closingaffairs, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any if in each of the Company’s Subsidiariesforegoing cases, (a) Xxxxx acted in good faith and in a manner Xxxxx believed to be in the fullest extent that Acquirorbest interests of WUC, the Company and, with respect to any criminal proceeding, had no reasonable cause to believe Xxxxx’x conduct was unlawful, and (b) Xxxxx’x conduct did not constitute gross negligence or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws willful or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right wanton misconduct. WUC shall include any advance all reasonable expenses incurred by such Person Xxxxx in connection with enforcing any rights to indemnification under this Section 7.01the investigation, in each casedefense, without the requirement settlement or appeal of any bond civil or security). Without limiting the foregoingcriminal action or proceeding referenced in this Section, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries including but not necessarily limited to, (i) reasonable fees of legal counsel, expert witnesses or other litigation related expenses. WUC agrees to maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws adequate directors and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents insurance coverage. The parties hereto have executed this Engagement Agreement as of the Original Agreement Date first day and (ii) not amendyear written above. By: /s/ Xxxxxx X. Xxxxxxx Its: President and CEO Date: May 12, repeal or otherwise modify such provisions 2017 By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Date: May 12, 2017 effective as of 1st May 2017 Xxxxx will provide the following Services to WUC: Function and Accountabilities: as Chief Financial Officer of WUC, Xxxxx will, under the broad operating guidelines set by the Board, assume full responsibility for the management of WUC including: 1. As requested by the CEO, contributing to the development and achievement of strategic objectives for WUC. 2. As requested by the CEO, playing a role in any respect that would adversely affect WUC’s investor relations activities. 3. As requested by the rights CEO, assisting the CEO with the identification, negotiating and execution of those Persons thereunderM&A and/or similar transactions. 4. As requested by the CEO, playing a key role in each caseexecuting public and private market capital raising initiatives. 5. Playing an integral role along with the CEO in developing and maintaining relationships with investment banking firms. 6. Assisting CEO in financial decision making through preparation of requisite financial analysis. 7. Advising CEO, except from a financial risk management perspective. 8. Overseeing the preparation of financial statements and MD&A and providing certification as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesapplicable securities laws. (b) Acquiror shall purchase9. Overseeing the accounting function and maintenance of books and records in accordance with governing regulations. 10. Reorganizing business finances, at or prior to the Closingaccounts, and Acquiror shall or shall cause one or more systems to improve efficiency. 11. Establish an internal control policy to public company standard in Canada and the United States. 12. Overseeing the multi-national tax preparation and filing process. 13. Overseeing the financial planning, budgeting and forecasting processes for the organization. 14. Overseeing relationships with the multi-national group of its Subsidiaries to maintain in effect for a period vendors and creditors and cost management. 15. Managing financial relationships of six years from WUC with banks and potential lenders. 16. Managing public securities relationships with public stock exchanges and the Closing Datetransfer agent. 17. Facilitating and assisting the Chairman, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the CompanyCorporate Secretary, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereofoutside counsel on regulatory compliance matters. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and shall cause the Company Surviving Entity to, indemnify and hold harmless each present and former director/, manager and officer of Acquiror, the each Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s SubsidiariesEffective Time, to the fullest extent that Acquiror, the such Company or any of the Company’s Subsidiaries Party would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original date of this Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, including the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or securityapplicable Law). Without limiting the foregoing, Acquiror shall, and shall cause the Company Surviving Entity and the Company’s each of its Subsidiaries to, (i) maintain for a period of not less than six years from the Closing Effective Time provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original date of this Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror The Company shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing DateEffective Time, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesRepresentatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries Company Parties for such insurance policies policy for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing Effective Time (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions Mergers indefinitely and shall be binding, jointly and severally, on Acquiror and Acquiror, the Company Surviving Entity and all successors and assigns of Acquiror and the CompanySurviving Entity. If Acquiror or the Company Surviving Entity or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Acquiror or the CompanySurviving Entity, as the case may be, shall succeed to the obligations set forth in this Section 7.01. (d) On the Closing Date, Acquiror shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the post-Closing directors and officers of Acquiror, which indemnification agreements shall continue to be effective following the Closing.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingSecond Effective Time, Acquiror shall, and shall cause the Company Surviving Entity to, indemnify and hold harmless each present and former director/, manager and officer of Acquiror, (x) the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request each of Acquiror, the Company its Subsidiaries and the Company’s (y) Acquiror and each of its Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingSecond Effective Time, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s SubsidiariesSecond Effective Time, to the fullest extent that Acquiror, the Company or any of the Company’s its Subsidiaries or Acquiror or its Subsidiaries, as applicable, would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original date of this Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, including the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or securityapplicable Law). Without limiting the foregoing, Acquiror shall, and shall cause the Company its Subsidiaries and the Company’s Surviving Entity and its Subsidiaries to, (i) maintain for a period of not less than six years from the Closing Second Effective Time provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original date of this Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror The Company shall or shall cause one or more of its Subsidiaries to purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing DateSecond Effective Time, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or (x) the Company Company’s or any of its Subsidiaries’ and/or (y) the Company’s Acquiror or any of its Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries Company or Acquiror for such insurance policies policy for the year ended December 31, 20212020; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing Second Effective Time (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions Mergers indefinitely and shall be binding, jointly and severally, on Acquiror and Acquiror, the Company Surviving Entity and all successors and assigns of Acquiror and the CompanySurviving Entity. If Acquiror or the Company Surviving Entity or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation Surviving Entity 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, proper provision shall be made so that the successors and assigns of Acquiror or the CompanySurviving Entity, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirsextent not covered by insurance, executors and personal and legal representatives. (b) Acquiror shall purchase, at each person who is now or has been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of Subsidiary (the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives"INDEMNIFIED PERSONS") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any Subsidiary, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "INDEMNIFIED LIABILITIES"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Company an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.9 relieve the final disposition thereofobligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 5.9 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.9 and may specifically enforce its terms. This Section 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. Parent shall cause the Certificate of Incorporation and bylaws of the Surviving Company to maintain in effect, for a period of six (6) years after the Effective Time, the current provisions contained in the Certificate of Incorporation and bylaws of the Company regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses. (b) From and after the Effective Time, Parent will cause the Surviving Company to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Company's Certificate of Incorporation or bylaws as in effect on the date hereof. (c) Notwithstanding anything contained For a period of six (6) years after the Effective Time, Parent will maintain or cause the Surviving Company to maintain in this Agreement effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the contraryEffective Time, this Section 7.01 shall survive are covered by the consummation Company's directors' and officers' liability insurance policy (the "INSURED PARTIES") on terms no less favorable to the Insured Parties than those of the Transactions indefinitely Company's present directors' and shall officers' liability insurance policy; provided, however, that in no event will Parent or the Surviving Company be binding, jointly and severally, on Acquiror and required to expend in excess of 200% of the annual premium currently paid by the Company and all successors and assigns for such coverage (or such coverage as is available for 200% of Acquiror and such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent may cause coverage to be provided under any policy maintained for the Company. If Acquiror or the Company benefit of Parent or any of their respective successors its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. (d) The provisions of this Section 5.9 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Surviving Company to merge or assigns consolidates consolidate with or merges into any other Person and shall not be person unless 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, proper provision shall be made so Surviving Company will ensure that the successors and assigns of Acquiror surviving or the Company, as the case may be, shall succeed to resulting entity assumes the obligations set forth in imposed by this Section 7.015.9.

Indemnification and Directors’ and Officers’ Insurance. (a) From and For a period of six (6) years after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirsextent not covered by insurance, executors and personal and legal representatives. (b) Acquiror shall purchase, at each person who is now or has been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of Subsidiary (the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives“Indemnified Persons”) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any Subsidiary, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O TailIndemnified Liabilities”) ); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Company an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.9 relieve the final disposition thereofobligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 5.9 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.9 and may specifically enforce its terms. This Section 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Certificate of Incorporation or bylaws as presently in effect. Parent shall cause the Certificate of Incorporation and bylaws of the Surviving Company to maintain in effect, for a period of six (6) years after the Effective Time, the current provisions contained in the Amended and Restated Certificate of Incorporation and bylaws of the Company regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses. (b) From and after the Effective Time, Parent shall cause the Surviving Company to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof and any indemnification provisions under the Company’s Restated Certificate of Incorporation or bylaws as in effect on the date hereof. (c) Notwithstanding anything contained in this Agreement to the contrary, The provisions of this Section 7.01 shall survive 5.9 are intended to be for the consummation of the Transactions indefinitely benefit of, and shall be bindingenforceable by, jointly and severally, on Acquiror each person entitled to indemnification hereunder and the Company heirs and all successors representatives of such person and assigns of Acquiror are in addition to, and the Company. If Acquiror or the Company or any of their respective successors or assigns consolidates with or merges into not in substitution for, any other Person and rights to indemnification or contribution that any such person may have by contract or otherwise. Parent shall not be permit the continuing Surviving Company to merge or surviving corporation consolidate with any other person or entity of such consolidation transfer or merger or transfers or conveys convey all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that person unless the successors and assigns of Acquiror or the Surviving Company, as the case may be, or at Parent’s option, Parent, shall succeed to assume the obligations set forth in this Section 7.015.9. (d) The Company shall purchase within twenty-eight (28) days after the Expiration Date run-off or “tail” insurance coverage under its existing directors’ and officers’ liability insurance policies, or from another insurer, that provides coverage, for a period of six (6) years after the Effective Time, for the Company’s directors and officers for claims arising from facts or events that occurred at, or prior to, the Effective Time (including acts or omissions relating to the approval of this Agreement and consummation of the transactions contemplated hereby) (the “D&O Insurance”). The D&O Insurance shall be substantially equivalent to the Company’s existing policies, or if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, that the aggregate cost for the purchase of such D&O Insurance (for the entire six (6) “year tail” coverage period) shall not exceed $1,800,000.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingSecond Effective Time, Acquiror New Pubco shall, and shall cause the Company Surviving Entity to, indemnify and hold harmless each present and former director/, manager and officer of Acquiror(x) the Company, Newco and each of the Company and the Company’s Subsidiaries, or any individual whoand (y) New Pubco and each of its Subsidiaries (including, at any time prior to for the Closingavoidance of doubt, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseSPAC), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingSecond Effective Time, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s SubsidiariesSecond Effective Time, to the fullest extent that Acquirorthe Company, Newco or the Company Subsidiaries, or any New Pubco and each of the Company’s Subsidiaries its Subsidiaries, as applicable, would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents Organizational Documents in effect on the Original date of this Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, including the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or securityapplicable Law). Without limiting the foregoing, Acquiror New Pubco shall, and shall cause its Subsidiaries (including, for the Company avoidance of doubt, the Surviving Entity and the Company’s Subsidiaries each of its Subsidiaries) to, (i) maintain for a period of not less than six years from the Closing Second Effective Time provisions in its their respective certificate of incorporation, bylaws and other organizational documents Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents Organizational Documents as of the Original date of this Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror The Company shall or shall cause one or more of its Subsidiaries to purchase, at or prior to the Closing, and Acquiror New Pubco shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing DateSecond Effective Time, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or (x) the Company Company’s, Newco’s or any of the Company’s Company Subsidiaries’ and/or (y) New Pubco’s or any of its Subsidiaries’ (including, for the avoidance of doubt, SPAC’s) directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror New Pubco or its agents or representativesRepresentatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror New Pubco may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) Second Effective Time and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions Mergers indefinitely and shall be binding, jointly and severally, on Acquiror and New Pubco, the Company Surviving Entity and all successors and assigns of Acquiror New Pubco and the CompanySurviving Entity. If Acquiror New Pubco or the Company Surviving Entity or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Acquiror New Pubco or the CompanySurviving Entity, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time of the Merger, Acquiror the Surviving Corporation shall, and shall cause to the Company tofullest extent permitted by applicable Law, indemnify and hold harmless harmless, and provide advancement of expenses to, each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiariesperson who is now, or any individual who, has been at any time prior to the Closingdate hereof or who becomes prior to the Effective Time of the Merger, is an officer or was serving at director of Company (the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities or liabilities incurred judgments or amounts that are paid in settlement of or in connection with any Actionclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Company, and pertaining to matters any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to the ClosingEffective Time of the Merger, whether asserted or claimed prior to, or at or after after, the Closing Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and relating the consummation of the transactions contemplated hereby) (“Indemnified Liabilities”) to the fact that same extent such Person was a director/manager persons are indemnified or officer of Acquiror, have the Company, or any of the Company’s Subsidiaries, right to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing advancement of expenses as incurred of the date of this Agreement by Company pursuant to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period Articles of not less than six years from the Closing provisions in its respective certificate of incorporationIncorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporationagreements, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunderif any, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to existence on the date hereof with any indemnified Person who has ceased to be a director/manager directors or officer officers of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for For a period of six years from after the Closing DateEffective Time of the Merger, the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance covering those Persons who are currently covered maintained by Acquiror or Company (provided that the Company or any Surviving Corporation may substitute therefore policies with a substantially comparable insurer of at least the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance same coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, amounts and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy retentions containing terms not materially and conditions which are no less favorable than advantageous to the terms of such current insurance coverage insured) with respect to claims existing arising from facts or occurring events which occurred at or prior to before the Closing (Effective Time of the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereofMerger. (c) Notwithstanding anything contained The Surviving Corporation shall pay all expenses, including reasonable fees and expenses of counsel, that an Indemnified Person may incur in enforcing the indemnity and other obligations provided for in this Agreement Section 7.4 to the contrary, extent that the Indemnified Person prevails in a dispute with the Surviving Corporation concerning the enforcement of this Section 7.01 shall survive 7.4. (d) If the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror or the Company Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person 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 Personperson, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Acquiror or the CompanySurviving Corporation, as the case may be, shall succeed to assume the obligations set forth in this Section 7.017.4. (e) The provisions of this Section 7.4, (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, shall also cause the Company and the Company’s Subsidiaries, or any individual who, at any time prior Surviving Corporation to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirsextent not covered by insurance, executors and personal and legal representatives. (b) Acquiror shall purchase, at each person who is now or has been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies 's subsidiaries (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe "Indemnified Persons") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all ------------------- losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any of its subsidiaries, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if any claim is asserted all Indemnified Liabilities ----------------------- based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby to the fullest extent required or permitted under Applicable Law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of any insurance policies that may provide coverage for Indemnified Liabilities, nor shall this Section 4.9 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.9 shall apply to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.9 and may specifically enforce its terms. This Section 4.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company Board prior to the Effective Time) and any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time; provided, however, that Parent's aggregate obligation to indemnify and hold harmless all Indemnified Persons for all matters to which such claim until Indemnified Persons may be entitled to be indemnified or held harmless under subsections (a) and (b) of this Section 4.9 shall in no event exceed the final disposition thereofCompany's net worth as of September 30, 1999. (c) Notwithstanding anything contained For a period of six years after the Effective Time, Parent will maintain or cause the Surviving Corporation to maintain in this Agreement effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the contraryEffective Time, this Section 7.01 shall survive are covered by the consummation Company's directors' and officers' liability insurance policy (the "Insured Parties") on --------------- terms no less favorable to the Insured Parties than those of the Transactions indefinitely Company's present directors' and officers' liability insurance policy; provided, however, that in no event shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror Parent or the Company be required to expend on an annual basis in excess of 200% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent, at its election, may cause coverage at least as favorable in all material respects to the Insured Parties to be provided under any policy maintained for the benefit of Parent or any of their respective successors its subsidiaries. (d) Neither Parent nor any of its affiliates shall be obligated to guarantee the payment or assigns consolidates performance of the Company's obligations under subsection (a) or (b) of this Section 4.9, so long as the Surviving Corporation honors such obligations to the extent of the Company's net worth at September 30, 1999. In no event, however, shall Parent or any such affiliate have any liability or obligation to any Indemnified Person arising from the Company's breach of, or inability to perform its obligations under, subsection (a) or (b) of this Section 4.9 in excess of the difference between the net worth of the Company at September 30, 1999 and the aggregate of all amounts paid by the Company in satisfaction of such obligation. The provisions of this Section 4.9 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Company to merge or consolidate with or merges into any other Person and shall not be (including Parent) unless Parent ensures that the continuing surviving or surviving corporation or resulting entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Personassumes the obligations imposed by this Section 4.9, then, and in each such case, proper provision provided that if the Company shall be made so that merged with Parent, the successors and assigns of Acquiror or the Company, as the case may be, net worth limitations contained above shall succeed to the obligations set forth in this Section 7.01no longer apply.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the Closingacceptance of Shares for payment in the Offer, Acquiror shall, and shall cause the Company to, shall indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirsextent not covered by insurance, executors and personal and legal representatives. (b) Acquiror shall purchase, at each person who is now or has been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies 's subsidiaries (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe "Indemnified Persons") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any of its subsidiaries, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under Applicable Law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 relieve the final disposition thereofobligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 5.7 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.7 and may specifically enforce its terms. This Section 5.7 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Articles of Incorporation or bylaws as presently in effect. (cb) Notwithstanding anything contained From and after the Effective Time, the Parent shall cause the Surviving Corporation to fulfill and honor in this Agreement to all respects the contrary, this Section 7.01 shall survive the consummation obligations of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and Company pursuant to any indemnification agreements between the Company and all successors its directors and assigns officers as of Acquiror and or prior to the date hereof (or indemnification agreements in the Company. If Acquiror or 's customary form for directors joining the Company or Board prior to the Effective Time) and 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, proper provision shall be made so that the successors and assigns of Acquiror or indemnification provisions under the Company, 's Articles of Incorporation or bylaws as the case may be, shall succeed in effect immediately prior to the obligations set forth in this Section 7.01.Effective Time. The Surviving Corporation's aggregate obligation to indemnify and hold harmless all Indemnified Persons for all matters to which such Indemnified Persons may be entitled to be indemnified or held

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror Surviving Pubco shall, and shall cause the Company Surviving Entity to, indemnify and hold harmless each present and former director/, manager and officer of Acquiror, (x) the Company and the Company’s each of its Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request and (y) Surviving Pubco and each of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseits Subsidiaries, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s SubsidiariesEffective Time, to the fullest extent that Acquiror, the Company or any its Subsidiaries, or Surviving Pubco and each of the Company’s Subsidiaries its Subsidiaries, as applicable, would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents Organizational Documents in effect on the Original date of this Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, including the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or securityapplicable Law). Without limiting the foregoing, Acquiror Surviving Pubco shall, and shall cause the Company its Subsidiaries and the Company’s Surviving Entity and each of its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Closing Effective Time provisions in its their respective certificate of incorporation, bylaws and other organizational documents Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents Organizational Documents as of the Original date of this Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchaseSurviving Pubco shall, at or prior to the Closing, and Acquiror shall or shall cause one the Surviving Entity to, maintain, or more of its Subsidiaries cause to maintain be maintained, in effect for a period of six (6) years from the Closing DateEffective Time, directors’ and officers’ liability insurance covering those Persons who currently, or any time after the date hereof and prior to the Closing, are currently covered by Acquiror or (x) the Company Company’s or any of the Companyits Subsidiaries’ and/or (y) Surviving Pubco’s or any of its Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror SPAC or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror Surviving Pubco may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) Effective Time and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions Merger indefinitely and shall be binding, jointly and severally, on Acquiror and Surviving Pubco, the Company Surviving Entity and all successors and assigns of Acquiror Surviving Pubco and the CompanySurviving Entity. If Acquiror Surviving Pubco or the Company Surviving Entity or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Acquiror Surviving Pubco or the CompanySurviving Entity, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Closing, Acquiror shall, and The Company shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior Executive to the Closing, is or was serving at the request of Acquiror, the Company fullest extent permitted under law from and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including but not limited to reasonable attorneys’ fees, expenses of investigation and preparation and fees and disbursements of Executive’s accountants or other experts), judgments, fines, losses, claims, damages or liabilities penalties and amounts paid in settlement actually and reasonably incurred by Executive in connection with any Actionproceeding in which Executive was or is made party or was or is involved (for example, whether civil, criminal, administrative or investigative, arising out as a witness) by reason of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person Executive was a director/manager or officer of Acquiror, is employed by the Company, or any including advancement of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any payments of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement provided for by law. (b) Executive’s right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries 12 is subject to, : (i) maintain for the Company promptly receiving written notice that a period claim or liability has been asserted or threatened (“Notice of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and Claim”); (ii) the Executive providing reasonable cooperation and assistance in the defense or settlement of a claim; and (iii) the Company being afforded the opportunity to have the sole control over the defense or settlement of such claim or liability, subject to Executive consent and approval of settlement if such settlement directly impacts Executive, including requiring him to personally pay claims that cannot amendbe reimbursed by the Company, repeal or otherwise modify negatively impacting Executive’s professional licenses or certifications. (c) Unless within ten days after receiving the Notice of Claim, the Company notifies in writing the Executive of its intent to defend against such provisions claim or liability, the Executive may defend, settle and/or compromise any such claim or liability, and be indemnified for all losses resulting from such defense, settlement and/or compromise. Executive also may participate in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to such defense at his own cost and expense. (d) Such indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased Executive during the Term and for ten years from the Date of Termination with respect to be a director/manager acts or officer omissions which occurred prior to Executive’s cessation of Acquiror, employment with the Company or the Company’s Subsidiaries at or after the Closing and shall inure to the benefit of such personExecutive’s heirs, executors and personal administrators. The Company shall advance to Executive all costs and legal representativesexpenses incurred by Executive in connection with any proceeding covered by this provision within 20 calendar days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. (be) Acquiror shall purchase, at or prior The Company agrees to the Closing, continue and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (truecovering Executive to the extent that the Company provides such coverage for the Peer Executives. Such insurance coverage shall continue as to Executive even if he has ceased to be a director, correct and complete copies of which have been heretofore made available to Acquiror member, employee or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% agent of the annual premium payable in the aggregate by Acquiror, Company with respect to acts or omissions which occurred prior to Executive’s cessation of employment with the Company, and . Notwithstanding the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; providedforegoing, however, that (i) Acquiror may cause coverage if the Company shall cease to be extended under the current maintain directors’ and officers’ liability insurance policies covering Executive and the Peer Executives by obtaining reason of: (i) a six-year “tail” policy containing terms not materially less favorable than consolidation, merger, sale or other reorganization of the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing (the “D&O Tail”) and Company; (ii) if any person or entity or group of persons or entities acting in concert acquiring management control of the Company; or (iii) the insurers providing such insurance canceling or refusing to renew such insurance, then Executive shall have coverage only to the extent provided in any run-off policies extending the period during which the Company or Executive may give the insurers notice of a claim is asserted or made within under the terminated policies for directors’ and officers’ liability insurance. The Company shall take all reasonable actions to ensure that it obtains such sixrun-year periodoff policies and that such run-off policies extend the claims reporting period through any applicable statutes of limitations, any but nothing in this section shall obligate the Company to obtain extraordinary insurance required to be maintained coverage for Executive. Insurance contemplated under this Section 7.01 12(e) shall be continued in respect inure to the benefit of such claim until the final disposition thereofExecutive’s heirs, executors and administrators. (cf) Notwithstanding anything contained This Section 12 shall be governed by and construed in this Agreement to accordance with the contrary, this Section 7.01 shall survive the consummation laws of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns State of Acquiror and the Company. If Acquiror or the Company or any Delaware without reference to principles 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 conflict 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01laws.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shallNewco shall indemnify, and shall cause the Company to, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents Applicable Law to) each person who is now or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ 's subsidiaries (the "Indemnified Persons") against (i) all ------------------- losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any of its subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time ("Indemnified Liabilities"); and (ii) all Indemnified Liabilities ----------------------- based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under Applicable Law. Nothing contained herein shall make Intel, Newco, the Company or Transitory an insurer, a co- insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.9 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 5.9, including the advancement of expenses upon the demand of any Indemnified Person, shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.9 and may specifically enforce its terms. This Section 5.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect or as provided by Delaware law. (b) From and after the Effective Time, Newco shall, or shall cause the Surviving Corporation to, fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company Board prior to the Effective Time) and any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time. (c) For a period of six (6) years after the Effective Time, Newco will maintain or cause the Surviving Corporation to maintain in effect, if available, directors’ ' and officers’ ' liability insurance policies covering those persons who, as of immediately prior to the Effective Time, are covered by the Company's directors' and officers' liability insurance policy (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe "Insured Parties") on --------------- terms not no less favorable to the Insured Parties than those of the terms of such current Company's present directors' and officers' liability insurance coveragepolicy; provided, except however, that in no event shall Acquiror Newco or its Subsidiaries the Surviving Corporation be required to pay expend on an aggregate premium for such insurance annual basis in excess of 300% of the annual premium payable in currently paid by the aggregate by Acquiror, the Company, and the Company’s Subsidiaries Company for such coverage (or such coverage as is available for 300% of such annual premium); provided further, that, in lieu of maintaining such existing insurance policies for the year ended December 31as provided above, 2021; providedNewco, howeverat its election, that (i) Acquiror may cause coverage to be extended provided under any policy maintained for the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing benefit of Newco or any of its subsidiaries, so long as the terms are not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior advantageous to the Closing intended beneficiaries thereof than such existing insurance. (d) For a period ending on the “D&O Tail”later of (i) and the sixth anniversary of the Effective Time or (ii) if any claim is asserted or made within such sixthe date upon which Intel beneficially owns less than twenty percent (20%) of the Newco Common Stock and the Newco Non-year periodVoting Common Stock, any considered as a single class, then outstanding, Newco will maintain directors' and officers' liability insurance required to be maintained under this Section 7.01 covering its directors and officers, which insurance shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, thenterms, and in each such caseamounts, proper provision shall be made so that the successors and assigns of Acquiror or as are substantially similar to those provided for in the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01's current directors' and officers' liability insurance policies.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time of the Merger, Acquiror the Surviving Corporation shall, to the fullest extent permitted by applicable law, indemnify, defend and shall cause the Company hold harmless, and provide advancement of expenses to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiariesperson who is now, or any individual who, has been at any time prior to the Closingdate hereof or who becomes prior to the Effective Time of the Merger, is an officer or was serving at director of Company or any of its Subsidiaries (the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, "Indemnified Parties") against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities or liabilities incurred judgments or amounts that are paid in settlement of or in connection with any Actionclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Company or any Subsidiary of Company, and pertaining to matters any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to the ClosingEffective Time of the Merger, whether asserted or claimed prior to, or at or after after, the Closing Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and relating the consummation of the transactions contemplated hereby) ("Indemnified Liabilities") to the fact that same extent such Person was a director/manager persons are indemnified or officer of Acquiror, have the Company, or any of the Company’s Subsidiaries, right to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing advancement of expenses as incurred of the date of this Agreement by Company pursuant to the fullest extent permitted under such organizational documents or under any employment or Company's Certificate of Incorporation, Bylaws and indemnification agreement set forth on Schedule 7.01(a)agreements, which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01if any, in each case, without existence on the requirement date hereof with any directors or officers of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesSubsidiaries. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for For a period of six years from after the Closing DateEffective Time of the Merger, the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ ' and officers’ ' liability insurance covering those Persons who maintained by Company (provided, that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage, amounts and retentions containing terms and conditions which are currently covered by Acquiror no less advantageous to the insured) with respect to claims arising from facts or events which occurred at or before the Company or any Effective Time of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021Merger; provided, however, that (i) Acquiror may cause coverage the Surviving Corporation shall not be obligated to be extended under the current directors’ and officers’ liability make annual premium payments for such insurance by obtaining a 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 Closing extent such premiums exceed 200% of the premiums paid as of the date hereof by Company for such insurance ("Company's Current Premium"), and if such premiums for such insurance would at any time exceed 200% of Company's Current Premium, then the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required Surviving Corporation shall cause to be maintained under this Section 7.01 shall be continued policies of insurance which, in respect the Surviving Corporation's good faith determination, provide the maximum coverage available at an annual premium equal to 200% of such claim until the final disposition thereofCompany's Current Premium. (c) Notwithstanding anything contained The Surviving Corporation shall pay (as incurred) all expenses, including reasonable fees and expenses of counsel, that an Indemnified Person may incur in enforcing the indemnity and other obligations provided for in this Agreement to Section 7.4. (d) If the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror or the Company Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person 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 Personperson, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Acquiror or the CompanySurviving Corporation, as the case may be, shall succeed to assume the obligations set forth in this Section 7.017.4. (e) The provisions of this Section 7.4, (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have or contract or otherwise.

Indemnification and Directors’ and Officers’ Insurance. (a) From At and after the ClosingEffective Time, Acquiror shall, and the Surviving Company shall cause the Company to, indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable Law), which such advancement right shall include each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of its Subsidiaries (the “Indemnified Persons”) against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any of its Subsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date “Indemnified Liabilities”); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable Law and any applicable indemnification agreement referred to in Section 5.7(b). Nothing contained herein shall make Parent, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorSub, the Company or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 relieve the obligations of any insurer with respect thereto. The Parties intend, to the extent not prohibited by applicable Law, that the indemnification provided for in this Section 5.7 shall apply without limitation to negligent acts or omissions by an Indemnified Person. This Section 5.7 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesOrganizational Documents as presently in effect. (b) Acquiror From and after the Effective Time, the Surviving Corporation shall purchase, at fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers provided or made available to Parent as of or prior to the Closing, date hereof (or indemnification agreements in the Company’s customary form for directors joining the Company Board prior to the Effective Time) and Acquiror shall or shall cause one or more of its Subsidiaries to maintain any indemnification provisions under the Company’s Organizational Documents as in effect for immediately prior to the Effective Time. (c) For a period of six years from after the Closing DateEffective Time, the Surviving Corporation shall maintain in effect, if available, directors’ and officers’ liability insurance covering those Persons who persons who, as of immediately prior to the Effective Time, are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies policy (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe “Insured Parties”) on terms not no less favorable to the Insured Parties than the terms those of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current present directors’ and officers’ liability insurance policy; provided, however, that in no event shall Parent or the Company be required to expend in any year an annual premium for such coverage in excess of two hundred fifty percent (250%) of the annual premium currently paid by obtaining the Company for such coverage (or such coverage as is available for two hundred fifty percent (250%) of such annual premium), it being understood and hereby agreed that if Parent or the Surviving Corporation shall elect to satisfy its obligations under this Section 5.7(c) by purchasing a sixmulti-year “tail” policy containing terms not materially less favorable than or similar policy, the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations annual premium limitation set forth in this Section 7.015.7(c) shall be measured by dividing the total premium for such multi-year “tail” or similar policy by the number of years covered thereby and comparing such quotient to two hundred fifty percent (250%) of the annual premium currently paid by the Company under its directors’ and officers’ liability insurance policy in effect as of the date hereof.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company to, Surviving Corporation to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirsextent not covered by insurance, executors and personal and legal representatives. (b) Acquiror shall purchase, at each person who is now or has been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies 's subsidiaries (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe "Indemnified Persons") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any of its subsidiaries, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.11 relieve the final disposition thereofobligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 4.11 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Parent hereby guarantees the payment and performance of the Surviving Corporation's obligations in this Section 4.11. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.11 and may specifically enforce its terms. This Section 4.11 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, Parent will fulfill and honor and will cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company's Board of Directors prior to the Effective Time) and any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time. (c) Notwithstanding anything contained For a period of six years after the Effective Time, Parent will maintain or cause the Surviving Corporation to maintain in this Agreement effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the contraryEffective Time, this Section 7.01 shall survive are covered by the consummation Company's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than those of the Transactions indefinitely Company's present directors' and shall officers' liability insurance policy; PROVIDED, HOWEVER, that in no event will Parent or the Surviving Corporation be binding, jointly and severally, on Acquiror and required to expend in excess of 150% of the annual premium currently paid by the Company and all successors and assigns for such coverage (or such coverage as is available for 150% of Acquiror and such annual premium); PROVIDED FURTHER, that, in lieu of maintaining such existing insurance as provided above, Parent may cause coverage to be provided under any policy maintained for the Company. If Acquiror or the Company benefit of Parent or any of their respective successors its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. (d) The provisions of this Section 4.11 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Surviving Corporation to merge or assigns consolidates consolidate with or merges into any other Person and shall not be unless 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, proper provision shall be made so Surviving Corporation will ensure that the successors and assigns of Acquiror surviving or the Company, as the case may be, shall succeed to resulting entity assumes the obligations set forth in imposed by this Section 7.014.11.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, shall also cause the Company and the Company’s Subsidiaries, or any individual who, at any time prior Surviving Corporation to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirsextent not covered by insurance, executors and personal and legal representatives. (b) Acquiror shall purchase, at each person who is now or has been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies 's subsidiaries (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe "Indemnified Persons") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any of its subsidiaries, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement, the Stock Option Agreement or the transactions contemplated hereby or thereby, in each case to the fullest extent required or permitted under Applicable Law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of any insurance policies that may provide coverage for Indemnified Liabilities, nor shall this Section 4.10 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.10 shall apply to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.10 and may specifically enforce its terms. This Section 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company Board prior to the Effective Time) and any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time; provided, however, that Parent's aggregate obligation to indemnify and hold harmless all Indemnified Persons for all matters to which such claim until Indemnified Persons may be entitled to be indemnified or held harmless under subsections (a) and (b) of this Section 4.10 shall in no event exceed the final disposition thereofCompany's net worth as of June 30, 1999. (c) Notwithstanding anything contained For a period of six years after the Effective Time, Parent will maintain or cause the Surviving Corporation to maintain in this Agreement effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the contraryEffective Time, this Section 7.01 shall survive are covered by the consummation Company's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than those of the Transactions indefinitely Company's present directors' and officers' liability insurance policy; provided, however, that in no event shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror Parent or the Company be required to expend on an annual basis in excess of 200% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent, at its election, may cause coverage to be provided under any policy maintained for the benefit of Parent or any of their respective successors its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. (d) Neither Parent nor any of its affiliates shall be obligated to guarantee the payment or assigns consolidates performance of the Company's obligations under subsection (a) or (b) of this Section 4.10, so long as the Surviving Corporation honors such obligations to the extent of the Company's net worth at June 30, 1999. In no event, however, shall Parent or any such affiliate have any liability or obligation to any Indemnified Person arising from the Company's breach of, or inability to perform its obligations under, subsection (a) or (b) of this Section 4.10 in excess of the difference between the net worth of the Company at June 30, 1999 and the aggregate of all amounts paid by the Company in satisfaction of such obligation. The provisions of this Section 4.10 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Company to merge or consolidate with or merges into any other Person and shall not be (including Parent) unless Parent ensures that the continuing surviving or surviving corporation or resulting entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Personassumes the obligations imposed by this Section 4.10, then, and in each such case, proper provision provided that if the Company shall be made so that merged with Parent, the successors and assigns of Acquiror or the Company, as the case may be, net worth limitations contained above shall succeed to the obligations set forth in this Section 7.01no longer apply.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, Heinz and Heinz Company (as successor to the Surviving Company and the Initial Surviving Company) shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquirorharmless, to the Company and fullest extent that would have been permitted under the Company’s Subsidiaries, or any individual who, at any time Laws applicable to Kraft prior to the ClosingEffective Time (and shall also advance expenses as incurred to the fullest extent permitted under such applicable Law; provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), is each current or was serving at the request former director or officer of AcquirorKraft or any Kraft Subsidiary (in each case, the Company and the Company’s Subsidiaries as a director/manager or officerwhen acting in such capacity) (each, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ fees), judgments, settlements, fines, losses, claims, damages or liabilities incurred in connection with any Actionclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after including the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesTransactions. (b) Acquiror The rights of the Indemnified Parties under this Section 6.07 shall purchasebe in addition to any rights such Indemnified Parties may have under the articles of incorporation or by-laws or comparable organizational documents of Kraft or any Kraft Subsidiary, or under any applicable Contracts or Laws. All obligations in respect of all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring prior to the Effective Time now existing in favor of any Indemnified Party shall be assumed, at the Effective Time, by the Initial Surviving Company and, at the Subsequent Effective Time, by the Surviving Company, and shall survive the Merger and the Subsequent Merger and continue in full force and effect in accordance with their terms. Heinz shall cause (i) the Initial Surviving Company, (ii) following the Subsequent Merger, the Surviving Company and (iii) following the merger of the Surviving Company with and into Heinz Company, Heinz Company, to assume and perform all such obligations. (c) For the benefit of Xxxxx’x current and former directors and officers, Kraft shall be permitted, prior to the Effective Time, and if Kraft fails to do so, Heinz shall cause Heinz Company (as successor to the Surviving Company and the Initial Surviving Company), to obtain and fully pay the premium, subject to the maximum annual premium referred to in the first proviso to this Section 6.07(c), for the extension of (i) the directors’ and officers’ liability coverage of Kraft’s existing directors’ and officers’ insurance policies and (ii) Kraft’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time that shall be from an insurance carrier with the same or better credit rating as Kraft’s insurance carrier as of the date hereof with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are at least as favorable as Xxxxx’x existing policies with respect to matters existing or occurring at or prior to the ClosingEffective Time (including in connection with this Agreement, the Merger or the other Transactions). If Kraft and Heinz Company for any reason fail to obtain such “tail” insurance policies as of the Effective Time, Heinz Company shall, and Acquiror shall or Heinz shall cause one or more of its Subsidiaries Heinz Company to, continue to maintain in effect for a period of at least six years from and after the Closing Date, directors’ and officers’ liability Effective Time the D&O insurance covering those Persons who are currently covered by Acquiror or the Company or any in place as of the Companydate of this Agreement with benefits and levels of coverage at least as favorable as provided in Kraft’s Subsidiaries’ directors’ existing policies as of the date of this Agreement, or Heinz Company shall, and officers’ liability insurance Heinz shall cause Heinz Company to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with benefits and levels of coverage at least as favorable as provided in Kraft’s existing policies (trueas of the date of this Agreement; provided, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coveragehowever, except that in no event shall Acquiror Heinz or its Subsidiaries Heinz Company be required to pay an aggregate premium expend for such insurance policies an annual premium amount in excess of 300% of the annual premium payable in the aggregate premiums currently paid by Acquiror, the Company, and the Company’s Subsidiaries Kraft for such insurance policies for the year ended December 31insurance; and, 2021; provided, however, further that (i) Acquiror may cause coverage to be extended under if the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms annual premiums of such current insurance coverage exceed such amount, Heinz Company shall obtain a policy with respect to claims existing or occurring at or prior to the Closing (greatest coverage available for a cost not exceeding such amount. Heinz shall cause the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required Insurance to be maintained under this Section 7.01 shall in full force and effect, for its full term, and cause all obligations thereunder to be continued in respect of such claim until honored by Heinz Company (as successor to the final disposition thereofSurviving Company and the Initial Surviving Company). (cd) Notwithstanding anything contained The provisions of this Section 6.07 will survive the Effective Time and are intended to be for the benefit of, and will be enforceable by, each Indemnified Party and his or her heirs. After the Effective Time, Heinz Company (as successor to the Surviving Company and the Initial Surviving Company) will pay or cause to be paid (as incurred) all expenses, including reasonable attorneys’ fees and expenses, that an Indemnified Party may incur in enforcing the indemnity and other obligations provided for in this Agreement Section 6.07 (subject to reimbursement to the contrary, this extent the Indemnified Party is subsequently determined not to be entitled to indemnification under Section 7.01 shall survive 6.07(a)). (e) If Heinz Company (as successor to the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror Surviving Company and the Company and all successors and assigns of Acquiror and the Initial Surviving Company. If Acquiror or the Company ), Heinz or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall will be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to Heinz Company will assume the obligations set forth in this Section 7.016.07.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Surviving Company to, to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the “Indemnified Persons”) against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any Subsidiary, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date “Indemnified Liabilities”); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable law. Nothing contained herein shall make Parent, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of AcquirorAcquisition, the Company or the Surviving Company, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.10 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 4.10 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.10 and may specifically enforce its terms. This Section 4.10 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at Certificate of Incorporation or bylaws as presently in effect. Parent shall cause the Certificate of Incorporation and Bylaws of the Surviving Entity to maintain in effect, for a period of six (6) years after the Closing Effective Time, the current provisions contained in the Certificate of Incorporation and inure to the benefit Bylaws of such person’s heirsAcquisition regarding elimination of liability of directors, executors indemnification of officers, directors and personal employees and legal representativesadvancement of expenses. (b) Acquiror shall purchaseFrom and after the Effective Time, at Parent will cause the Surviving Company to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the Closing, date hereof and Acquiror shall any indemnification provisions under the Company’s Certificate of Incorporation or shall cause one or more of its Subsidiaries to maintain bylaws as in effect for on the date hereof. (c) For a period of six (6) years from after the Closing DateEffective Time, Parent will maintain or cause the Surviving Company to maintain in effect, if available, directors’ and officers’ liability insurance covering those Persons who persons who, as of immediately prior to the Effective Time, are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies policy (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe “Insured Parties”) on terms not no less favorable to the Insured Parties than the terms those of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current present directors’ and officers’ liability insurance policy; provided, however, that in no event will Parent or the Surviving Company be required to expend in excess of 200% of the annual premium currently paid by obtaining a six-year “tail” the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided, further, that, in lieu of maintaining such existing insurance as provided above, Parent may cause coverage to be provided under any policy containing maintained for the benefit of Parent or any of the Parent Subsidiaries, so long as the terms are not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior advantageous to the Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within intended beneficiaries thereof than such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereofexisting insurance. (cd) Notwithstanding anything contained in this Agreement to the contrary, The provisions of this Section 7.01 shall survive 4.10 are intended to be for the consummation of the Transactions indefinitely benefit of, and shall will be bindingenforceable by, jointly and severally, on Acquiror each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Surviving Company and all successors and assigns of Acquiror and the Company. If Acquiror to merge or the Company or any of their respective successors or assigns consolidates consolidate with or merges into any other Person and shall not be person unless 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, proper provision shall be made so Surviving Company will ensure that the successors and assigns of Acquiror surviving or the Company, as the case may be, shall succeed to resulting entity assumes the obligations set forth in imposed by this Section 7.014.10.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company to, Surviving Corporation to indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the “Indemnified Persons”) against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company or any Subsidiary, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Company’s Subsidiaries to, Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date “Indemnified Liabilities”); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each case, except as case to the fullest extent required by or permitted under Applicable Law. All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.9 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.9 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.9 and may specifically enforce its terms. This Section 4.9 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at Certificate of Incorporation or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesbylaws as presently in effect. (b) Acquiror From and after the Effective Time, Parent shall purchase, at cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the Closing, date hereof (or indemnification agreements in the Company’s customary form for directors joining the Company Board prior to the Effective Time) and Acquiror shall any indemnification provisions under the Company’s certificate of incorporation or shall cause one or more of its Subsidiaries to maintain bylaws as in effect for immediately prior to the Effective Time. (c) For a period of six years from after the Closing DateEffective Time, Parent will maintain or cause the Surviving Corporation to maintain in effect, if available, directors’ and officers’ liability insurance covering those Persons who persons who, as of immediately prior to the Effective Time, are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies policy (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe “Insured Parties”) on terms not no less favorable to the Insured Parties than the terms those of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current present directors’ and officers’ liability insurance policy; provided, however, that in no event will Parent or the Surviving Corporation be required to expend on an annual basis in excess of 200% of the annual premium currently paid by obtaining a six-year “tail” the Company for such coverage; provided further, that notwithstanding the foregoing, in the event such coverage is no longer available (or is only available for an amount in excess of 200% of the annual premium currently paid by the Company for such coverage), Parent shall nevertheless use its commercially reasonable efforts to provide such coverage as may be obtained for such 200% amount; provided further, that, in lieu of maintaining such existing insurance as provided above, Parent, at its election, may cause coverage to be provided under any policy containing maintained for the benefit of Parent or any of its subsidiaries, so long as the terms not materially are no less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within intended beneficiaries thereof than such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereofexisting insurance. (cd) Notwithstanding anything contained in this Agreement Parent will not, nor will Parent permit the Surviving Corporation to the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror merge or the Company or any of their respective successors or assigns consolidates consolidate 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 sell all or substantially all of its properties and Parent’s or such subsidiary’s assets to any Person, then, and in each such case, proper provision shall be made so unless Parent or the Surviving Corporation will ensure that the successors and assigns of Acquiror surviving or the Company, as the case may be, shall succeed to resulting entity assumes the obligations set forth in imposed by this Section 7.014.9.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingIn Executive’s capacity as a director, Acquiror shallofficer, and shall cause or employee of the Company toor serving or having served any other entity as a director, indemnify and hold harmless each present and former director/manager and officer of Acquirorofficer, the Company and or employee at the Company’s Subsidiariesrequest, or any individual who, at any time prior Executive shall be indemnified and held harmless by the Company to the Closingfullest extent allowed by law, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officerCertificate of Incorporation and Bylaws, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, from and against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, and all losses, claims, damages damages, liabilities, expenses (including legal fees and expenses), judgments , fines, settlements and other amounts arising from any and all claims, demands, actions, suits or liabilities incurred in connection with any Actionproceedings, whether civil, criminal, administrative or investigative, arising in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or pertaining affairs, if in each of the foregoing cases, (a) Executive acted in good faith and in a manner Executive believed to matters existing or occurring at or prior to be in the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer best interests of Acquiror, the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (b) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation related expenses. Company agrees to maintain adequate directors and officers insurance coverage. The parties hereto have executed this Employment Agreement as of the 1st day of January 2017 By: /s/ Xxxxxxx Skutezky Its: Director Date: February 8th, 2017 By: /s/ Xxxxxxx Skutezky Its: Chairman Date: February 8th, 2017 By: /s/ Xxxxxx X. Xxxxxxx Date: February 8th, 2017 effective as of 1st January 2017 Xxxxxxx will provide the following Services to the Company: Function and Accountabilities: as President and Chief Executive Officer of each of WUC and Black Range, Xxxxxxx will, under the broad operating guidelines set by the Board, assume full responsibility for the management of each of WUC and Black Range including: 1. Create and implement the strategic goals and objectives of each of WUC and Black Range, as agreed by the Board. 2. With the Chairman of the Board, enabling the Board to fulfill its governance responsibilities. 3. Hiring, supervising and as needed, terminating, all employees, consultants, contractors and other individuals and companies employed by the Company. 4. Raising and maintaining the Company’s profile in the investor community nationally and internationally. 5. Coordination and management of and assistance with the Company’s capital raising and M&A activities. 6. Identify and negotiate rights to qualified properties for approval by the Board. 7. Such other duties and responsibilities as are normally associated with the offices of President and Chief Executive Officer of each of WUC and Black Range, including those as reasonably requested by the Board from time to time. As of the Effective Date of this Agreement, Xxxxxxx now serves on the Boards of Directors of the following entities. Montrose Memorial Hospital Board of Trustees, Montrose, Colorado The Telluride Foundation Board of Directors, Telluride, Colorado The Colorado Cooperative Company Board of Directors The Citizens State Bank Board of Directors, Ouray, Colorado Silver Hawk Ltd. Board of Directors Governor’s Appointment as Trustee of the Uravan Water Board Xxxxx Ridge Resources Corporation Board of Directors Xxxxx Ridge Corporation Board of Directors Xxxxxx X. Xxxxxxx effective as of 1st January 2017 I, in consideration of and subject to the performance by Black Range Minerals LLC, a Colorado limited liability company and Western Uranium Corporation, an Ontario, Canada corporation (together, the “Company”) of its obligations under the Employment Agreement by and between the Company and myself, dated effective as of January 1, 2017 (the “Agreement”), do hereby release and forever discharge as of the date hereof, Black Range, WUC, and their respective affiliates and all present and former managers, directors, officers, agents, representatives, employees, successors and assigns of the Company’s Subsidiaries, WUC and their respective affiliates, and all direct or indirect equity holders of the Company (collectively, the “Released Parties”) to the fullest extent provided below. 1. I understand that Acquirorany payments or benefits paid or granted to me beyond the Accrued Benefits under Section 3 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in Section 3 of the Agreement other than the Accrued Benefits unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. I also acknowledge and represent that I have received all payments and benefits, including the Accrued Benefits, that I am entitled to receive (as of the date hereof) by virtue of any employment by Black Range or my appointment as President and Chief Executive Officer of Black Range or WUC. 2. Except as provided in paragraph 4 below, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross- claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (but only through the date this General Release becomes effective and enforceable) and whether known, unknown , suspected or claimed against the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate Released Parties which I, my spouse, or any of incorporationmy heirs, bylaws executors, administrators or other organizational documents in effect on assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer Company (including, within twenty (20) days after but not limited to, any written request is received by Acquirorallegation, claim or violation, arising under Title VII of the Civil Rights Act of 1964, as amended, the advancing Civil Rights Act of expenses 1991, the Age Discrimination in Employment Act of 1967, as incurred to amended (including the fullest extent permitted under such organizational documents Older Workers Benefit Protection Act), the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act of 1990,the Family and Medical Leave Act of 1993, the Worker Adjustment Retraining and Notification Act, the Employee Retirement Income Security Act of 1974, any applicable Executive Order Programs, the Fair Income Security Act of 1974, any applicable Executive Order Programs, the Fair Labor Standards Act, or their state or local counterparts, or under any employment other federal, state or indemnification agreement set forth on Schedule 7.01(a)local civil or human rights law, which such advancement right shall include or under any expenses other local, state, or federal law, regulation or ordnance, or under any public policy, contract or tort, or under common law, or arising under any policies, practices or procedures of the Company, or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation, or any claim for costs, fees, or other expenses, including attorneys’ fees incurred by such Person in connection with enforcing any rights these matters) (all of the foregoing collectively referred to indemnification under this Section 7.01, in each case, without herein as the requirement of any bond or security“Claims”). Without limiting Notwithstanding the foregoing, Acquiror shall, I am not waiving and none of the following shall cause the Company and the Company’s Subsidiaries to, be deemed to be Claims: (i) maintain for a period any right to any Severance Payment to which I am entitled under the Agreement (assuming due execution and delivery of not less than six years from the Closing provisions in its respective certificate of incorporationthis Release by me), bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights claim relating to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror coverage or any right of indemnification under the Company’s organizational documents or otherwise, or (iii) my rights as an equity or security holder in WUC, the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereoftheir respective affiliates. (c) Notwithstanding anything contained in this Agreement to the contrary3. 1 represent that I have made no assignment or transfer of any right, this Section 7.01 shall survive the consummation claim, demand, cause of the Transactions indefinitely and shall be bindingaction, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01matter covered by paragraph 2 above.

Indemnification and Directors’ and Officers’ Insurance. (a) From At and after the ClosingEffective Time, Acquiror shall, and the Surviving Corporation shall cause the Company to, indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law), which such advancement right shall include any each Person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company (the “Indemnified Persons”) against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without whole or in part on or arising in whole or in part out of the requirement fact that such Person is or was an officer or director of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date “Indemnified Liabilities”); and (ii) not amend, repeal all Indemnified Liabilities based in whole or otherwise modify such provisions in any respect that would adversely affect part on or arising in whole or in part out of or pertaining to this Agreement or the rights of those Persons thereundertransactions contemplated hereby, in each casecase to the fullest extent required or permitted under applicable law, except the Company’s articles of incorporation and bylaws as required by Lawin effect immediately prior to the Effective Time and any applicable indemnification agreement referred to in Section 5.4(b). All rights to indemnification and advancement conferred under this Section 7.01 Nothing contained herein shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquirormake Parent, Merger Sub, the Company or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.4 relieve the obligations of any insurer with respect thereto. This Section 5.4 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Subsidiaries at articles of incorporation or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesbylaws as presently in effect. (b) Acquiror From and after the Effective Time, the Surviving Corporation shall purchase, at fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers provided or made available to Parent as of or prior to the Closing, date hereof (or indemnification agreements in the Company’s customary form for directors joining the Board of Directors of the Company prior to the Effective Time) and Acquiror shall any indemnification provisions under the Company’s articles of incorporation or shall cause one or more of its Subsidiaries to maintain bylaws as in effect for immediately prior to the Effective Time. (c) For a period of six three (3) years from after the Closing DateEffective Time, the Surviving Corporation shall maintain in effect, if available, directors’ and officers’ liability insurance covering those Persons who who, as of immediately prior to the Effective Time, are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies policy (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe “Insured Parties”) on terms not no less favorable to the Insured Parties than the terms those of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current present directors’ and officers’ liability insurance policy; provided, however, that in no event shall Parent or the Surviving Corporation be required to expend in any year an annual premium for such coverage in excess of two hundred fifty percent (250%) of the annual premium currently paid by obtaining the Company for such coverage (or such coverage as is available for two hundred fifty percent (250%) of such annual premium), it being understood and hereby agreed that if Parent or the Surviving Corporation shall elect to satisfy its obligations under this Section 5.4(c) by purchasing a sixmulti-year “tail” policy containing terms not materially less favorable than or similar policy, the terms of annual premium limitation set forth in this Section 5.4(c) shall be measured by dividing the total premium for such current insurance coverage with respect to claims existing or occurring at or prior to the Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such sixmulti-year period, any “tail” or similar policy by the number of years covered thereby and comparing such quotient to two hundred fifty percent (250%) of the annual premium currently paid by the Company under its directors’ and officers’ liability insurance required to be maintained under this Section 7.01 shall be continued policy in respect effect as of such claim until the final disposition thereofdate hereof. (cd) Notwithstanding anything contained in this Agreement to the contrary, The provisions of this Section 7.01 shall survive 5.4 are intended to be for the consummation of the Transactions indefinitely benefit of, and shall will be bindingenforceable by, jointly and severally, on Acquiror each Indemnified Person and the Company heirs and all successors and assigns representatives of Acquiror and the Companysuch Indemnified Person. If Acquiror The Surviving Corporation will not merge or the Company or any of their respective successors or assigns consolidates consolidate with or merges into any other Person and shall not be the continuing transfer or surviving corporation or entity of such consolidation or merger or transfers or conveys assign all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so other Person unless the Surviving Corporation ensures that the successors and assigns of Acquiror surviving or the Company, as the case may be, shall succeed to resulting entity or transferee assumes the obligations set forth in imposed by this Section 7.015.4.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, shall also cause the Company and the Company’s Subsidiaries, or any individual who, at any time prior Surviving Corporation to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirsextent not covered by insurance, executors and personal and legal representatives. (b) Acquiror shall purchase, at each person who is now or has been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies 's subsidiaries (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe "Indemnified Persons") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any of its subsidiaries, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement, the Stock Option Agreement or the transactions contemplated hereby or thereby, in each case to the fullest extent required or permitted under Applicable Law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 5.7 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.7 and may specifically enforce its terms. This Section 5.7 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company Board prior to the Effective Time) and any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time. The Surviving Corporation's aggregate obligation to indemnify and hold harmless all Indemnified Persons for all matters to which such claim until Indemnified Persons may be entitled to be indemnified or held harmless under subsections (a) and (b) of this Section 5.7 shall in no event exceed the final disposition thereofCompany's net worth as of March 31, 1999. (c) Notwithstanding anything contained For a period of six years after the Effective Time, Parent will maintain or cause the Surviving Corporation to maintain in this Agreement effect, if available, directors' and officers' liability insurance covering those persons who, as of immediately prior to the contraryEffective Time, this Section 7.01 shall survive are covered by the consummation Company's directors' and officers' liability insurance policy (the "Insured Parties") on terms no less favorable to the Insured Parties than those of the Transactions indefinitely Company's present directors' and officers' liability insurance policy; provided, however, that in no event shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror Parent or the Company be required to expend on an annual basis in excess of 200% of the annual premium currently paid by the Company for such coverage (or such coverage as is available for 200% of such annual premium); provided further, that, in lieu of maintaining such existing insurance as provided above, Parent, at its election, may cause coverage to be provided under any policy maintained for the benefit of Parent or any of their respective successors or assigns consolidates with or merges into its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. (d) Neither Parent nor 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 affiliates shall be obligated to guarantee the payment or performance of the Company's obligations under subsection (a) or (b) of this Section 5.7, so long as the Surviving Corporation honors such obligations to the extent of the Company's net worth at March 31, 1999. In no event, however, shall Parent or any such affiliate have any liability or obligation to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Acquiror or Indemnified Person arising from the Company's breach of, as the case may beor inability to perform its obligations under, shall succeed to the obligations set forth in this Section 7.01.subsection (a) or (b) of

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, Heinz and Heinz Company (as successor to the Surviving Company and the Initial Surviving Company) shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquirorharmless, to the Company and fullest extent that would have been permitted under the Company’s Subsidiaries, or any individual who, at any time Laws applicable to Kraft prior to the ClosingEffective Time (and shall also advance expenses as incurred to the fullest extent permitted under such applicable Law; provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), is each current or was serving at the request former director or officer of AcquirorKraft or any Kraft Subsidiary (in each case, the Company and the Company’s Subsidiaries as a director/manager or officerwhen acting in such capacity) (each, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, an “Indemnified Party”) against any costs or expenses (including reasonable attorneys’ fees), judgments, settlements, fines, losses, claims, damages or liabilities incurred in connection with any Actionclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after including the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesTransactions. (b) Acquiror The rights of the Indemnified Parties under this Section 6.07 shall purchasebe in addition to any rights such Indemnified Parties may have under the articles of incorporation or by-laws or comparable organizational documents of Kraft or any Kraft Subsidiary, or under any applicable Contracts or Laws. All obligations in respect of all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring prior to the Effective Time now existing in favor of any Indemnified Party shall be assumed, at the Effective Time, by the Initial Surviving Company and, at the Subsequent Effective Time, by the Surviving Company, and shall survive the Merger and the Subsequent Merger and continue in full force and effect in accordance with their terms. Heinz shall cause (i) the Initial Surviving Company, (ii) following the Subsequent Merger, the Surviving Company and (iii) following the merger of the Surviving Company with and into Heinz Company, Heinz Company, to assume and perform all such obligations. (c) For the benefit of Kraft’s current and former directors and officers, Kraft shall be permitted, prior to the Effective Time, and if Kraft fails to do so, Heinz shall cause Heinz Company (as successor to the Surviving Company and the Initial Surviving Company), to obtain and fully pay the premium, subject to the maximum annual premium referred to in the first proviso to this Section 6.07(c), for the extension of (i) the directors’ and officers’ liability coverage of Kraft’s existing directors’ and officers’ insurance policies and (ii) Kraft’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time that shall be from an insurance carrier with the same or better credit rating as Kraft’s insurance carrier as of the date hereof with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are at least as favorable as Kraft’s existing policies with respect to matters existing or occurring at or prior to the ClosingEffective Time (including in connection with this Agreement, the Merger or the other Transactions). If Kraft and Heinz Company for any reason fail to obtain such “tail” insurance policies as of the Effective Time, Heinz Company shall, and Acquiror shall or Heinz shall cause one or more of its Subsidiaries Heinz Company to, continue to maintain in effect for a period of at least six years from and after the Closing Date, directors’ and officers’ liability Effective Time the D&O insurance covering those Persons who are currently covered by Acquiror or the Company or any in place as of the Companydate of this Agreement with benefits and levels of coverage at least as favorable as provided in Kraft’s Subsidiaries’ directors’ existing policies as of the date of this Agreement, or Heinz Company shall, and officers’ liability insurance Heinz shall cause Heinz Company to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with benefits and levels of coverage at least as favorable as provided in Kraft’s existing policies (trueas of the date of this Agreement; provided, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coveragehowever, except that in no event shall Acquiror Heinz or its Subsidiaries Heinz Company be required to pay an aggregate premium expend for such insurance policies an annual premium amount in excess of 300% of the annual premium payable in the aggregate premiums currently paid by Acquiror, the Company, and the Company’s Subsidiaries Kraft for such insurance policies for the year ended December 31insurance; and, 2021; provided, however, further that (i) Acquiror may cause coverage to be extended under if the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms annual premiums of such current insurance coverage exceed such amount, Heinz Company shall obtain a policy with respect to claims existing or occurring at or prior to the Closing (greatest coverage available for a cost not exceeding such amount. Heinz shall cause the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required Insurance to be maintained under this Section 7.01 shall in full force and effect, for its full term, and cause all obligations thereunder to be continued in respect of such claim until honored by Heinz Company (as successor to the final disposition thereofSurviving Company and the Initial Surviving Company). (cd) Notwithstanding anything contained The provisions of this Section 6.07 will survive the Effective Time and are intended to be for the benefit of, and will be enforceable by, each Indemnified Party and his or her heirs. After the Effective Time, Heinz Company (as successor to the Surviving Company and the Initial Surviving Company) will pay or cause to be paid (as incurred) all expenses, including reasonable attorneys’ fees and expenses, that an Indemnified Party may incur in enforcing the indemnity and other obligations provided for in this Agreement Section 6.07 (subject to reimbursement to the contrary, this extent the Indemnified Party is subsequently determined not to be entitled to indemnification under Section 7.01 shall survive 6.07(a)). (e) If Heinz Company (as successor to the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror Surviving Company and the Company and all successors and assigns of Acquiror and the Initial Surviving Company. If Acquiror or the Company ), Heinz or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall will be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to Heinz Company will assume the obligations set forth in this Section 7.016.07.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time of the Merger, Acquiror Parent shall, to the fullest extent permitted by applicable Law, indemnify, defend and shall cause the Company hold harmless, and provide advancement of expenses to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiariesperson who is now, or any individual who, has been at any time prior to the Closingdate hereof or who becomes prior to the Effective Time of the Merger, is an officer or was director of Company or any of its Subsidiaries and any such person presently or formerly serving at the request of Acquiror, the Company and the Company’s or any of its Subsidiaries as a director/manager or , officer, employee employee, agent, trustee or agent fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or under or with respect to any employee benefit plan (the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities, penalties, or liabilities incurred judgments or amounts that are paid in settlement of or in connection with any Actionclaim, action, suit, proceeding or investigation whether civil, criminal, administrative or investigativeadministrative, based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Company or any Subsidiary of Company, or pertaining to matters any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to the ClosingEffective Time of the Merger, whether asserted or claimed prior to, or at or after after, the Closing Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and relating the consummation of the transactions contemplated hereby) ("INDEMNIFIED LIABILITIES") (x) to the fact that same extent such Person was a director/manager persons are indemnified or officer have the right to advancement of Acquiror, the Company, or any expenses as of the date of this Agreement by Company pursuant to Company’s Subsidiaries's Articles of Incorporation, Bylaws and indemnification agreements, if any, in existence on the date hereof (all such agreements being listed in the Company Disclosure Letter) with any directors or officers of Company and its Subsidiaries and (y) without limitation of, and in addition to clause (x), to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for For a period of six years from after the Closing DateEffective Time of the Merger, Parent shall cause to be maintained in effect the current policies of directors’ ' and officers’ ' liability insurance covering those Persons who are currently covered maintained by Acquiror or Company (PROVIDED, that the Company or any Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance same coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, amounts and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy retentions containing terms not materially and conditions which are no less favorable than advantageous to the terms of such current insurance coverage insured) with respect to claims existing arising from facts or occurring events which occurred at or prior before the Effective Time of the Merger; PROVIDED, HOWEVER, that the Surviving Corporation shall not be obligated to make annual premium payments for such insurance to the Closing extent such premiums exceed 200% of the premiums paid as of the date hereof by Company for such insurance ("COMPANY'S CURRENT PREMIUM"), and if such premiums for such insurance would at any time exceed 200% of Company's Current Premium, then the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required Surviving Corporation shall cause to be maintained under this Section 7.01 shall be continued policies of insurance which, in respect the Surviving Corporation's good faith determination, provide the maximum coverage available at an annual premium equal to 200% of such claim until the final disposition thereofCompany's Current Premium. (c) Notwithstanding anything contained Parent shall pay (as incurred) all expenses, including reasonable fees and expenses of counsel, that an Indemnified Person may incur in enforcing the indemnity and other obligations provided for in this Agreement to Section 7.4. (d) If the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror or the Company Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person 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 Personperson, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Acquiror or the CompanySurviving Corporation, as the case may be, shall succeed to assume the obligations set forth in this Section 7.017.4. (e) The provisions of this Section 7.4, (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have or contract or otherwise.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents Applicable Law to) each person who is now or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or been prior to the Closing, and Acquiror shall date hereof or shall cause one who becomes prior to the Effective Time an officer or more director of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies 's subsidiaries (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representativesthe "INDEMNIFIED PERSONS") on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that against: (i) Acquiror may cause coverage all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any of its subsidiaries, whether or not pertaining to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "INDEMNIFIED LIABILITIES"); and (ii) if all Indemnified Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under Applicable Law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.7 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 5.7 shall apply without limitation to negligent acts or omissions by an Indemnified Person. This Section 5.7 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as currently in effect. (b) From and after the Effective Time, Parent will cause the Surviving Corporation to fulfill the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof and to keep in effect any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time. (c) For a period of six years after the Effective Time, Parent will maintain or cause the Surviving Corporation to maintain in effect, at no expense to the beneficiaries, directors' and officers' liability insurance covering those persons who, as of immediately prior to the Effective Time, are covered by the Company's directors' and officers' liability insurance policy (the "INSURED PARTIES") on terms no less favorable to the Insured Parties than those of the Company's current directors' and officers' liability insurance policy; PROVIDED, HOWEVER, that in no event shall Parent or the Company be required to expend on an annual basis in excess of 150% of the annual premium currently paid by the Company for such coverage (the "MAXIMUM PREMIUM"). If the Surviving Corporation is unable to obtain the insurance required by this Section 5.7(c) for the Maximum Premium, it shall obtain as much comparable insurance as possible for an annual premium equal to the Maximum Premium. In lieu of maintaining such existing insurance, Parent, at its election, may cause coverage to be provided under any policy maintained for the benefit of Parent or any of its subsidiaries, so long as the terms are not materially less advantageous to the intended beneficiaries thereof than such existing insurance. In the event any claim is asserted made against present or made within such six-year periodformer directors, any officers or employees of the Company that is covered or potentially covered by insurance, neither the Surviving Corporation nor Parent shall do anything that would forfeit, jeopardize, restrict or limit the insurance required to be maintained under this Section 7.01 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 (whether arising before, at or after the Effective Time) is made against any Indemnified Persons, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 7.01 5.7 shall survive continue in effect until the consummation final disposition of such claim, action, suit, proceeding or investigation. (e) This covenant is intended to be for the Transactions indefinitely benefit of, and shall be bindingenforceable by, jointly each of the Indemnified Persons and severallytheir respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Person is entitled, on Acquiror whether pursuant to law, contract or otherwise. Parent shall pay all reasonable expenses, including attorneys' fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided for in this Section 5.7. (f) In the Company and all successors and assigns of Acquiror and event that the Company. If Acquiror Surviving Corporation or the Company Parent or any of their respective successors or assigns (i) consolidates with or merges into any other Person 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 Personperson, then, and in each such case, to the extent necessary to effectuate the purposes of this Section 5.7, proper provision shall be made so that the successors and assigns of Acquiror the Surviving Corporation or the Company, as the case may be, Parent shall succeed to the obligations set forth in this Section 7.015.7 and none of the actions described in clauses (i) or (ii) shall be taken until such provision is made.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror the Parent shall, to the fullest extent permitted by applicable Law, indemnify, defend and shall cause the Company hold harmless, and provide advancement of expenses to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s SubsidiariesPerson who is now, or any individual who, has been at any time prior to the Closingdate hereof or who becomes prior to the Effective Time, is an officer or was director of the Company or any of the Company Subsidiaries and any such Person presently or formerly serving at the request of Acquiror, the Company and or any of the Company’s Company Subsidiaries as a director/manager or , officer, employee employee, agent, trustee or agent fiduciary of another corporationPerson, partnership, joint venture, trust or other enterprise, under or with respect to any employee benefit plan (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities, penalties, or liabilities incurred judgments or amounts that are paid in settlement of or in connection with any Actionclaim, action, suit, proceeding or investigation whether civil, criminal, administrative or investigativeadministrative, based in whole or in part on or arising in whole or in part out of the fact that such Person is or was a director or officer of the Company or any Subsidiary of the Company, or pertaining to matters any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to the ClosingEffective Time, whether asserted or claimed prior to, or at or after after, the Closing Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement and relating the consummation of the transactions contemplated hereby) (“Indemnified Liabilities”) (x) to the fact that same extent such Person was a director/manager Persons are indemnified or officer have the right to advancement of Acquiror, expenses as of the Company, or any date of this Agreement by the Company pursuant to the Company’s SubsidiariesArticles of Incorporation, Bylaws and indemnification agreements, if any, in existence on the date hereof (all such agreements being listed in the Company Disclosure Letter) with any directors or officers of the Company and the Company Subsidiaries and (y) without limitation of, and in addition to clause (x), to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for For a period of six years from after the Closing DateEffective Time, the Parent shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance covering those Persons who are currently covered maintained by Acquiror or the Company or any (provided that the Surviving Entity may substitute therefor policies with a substantially comparable insurer of at least the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance same coverage, except that in amounts and retentions containing terms and conditions which are no event shall Acquiror less advantageous to the insured) with respect to claims arising from facts or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of events which occurred at or before the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021Effective Time; provided, however, that (i) Acquiror may cause coverage the Surviving Entity shall not be obligated to be extended under the current directors’ and officers’ liability make annual premium payments for such insurance by obtaining a 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 Closing extent such premiums exceed 200% of the premiums paid as of the date hereof by the Company for such insurance (the “D&O TailCompany’s Current Premium”) ), and (ii) if such premiums for such insurance would at any claim is asserted or made within such six-year periodtime exceed 200% of the Company’s Current Premium, any insurance required then the Surviving Entity shall cause to be maintained under this policies of insurance which, in the Surviving Entity’s good faith determination, provide the maximum coverage available at an annual premium equal to 200% of the Company’s Current Premium. The annual amount currently expended by the Company and the Company Subsidiaries for such insurance coverage is set forth in Section 7.01 shall be continued in respect 7.4(b) of such claim until the final disposition thereofCompany Disclosure Letter. (c) Notwithstanding anything contained The Parent shall pay (as incurred) all expenses, including reasonable fees and expenses of counsel, that an Indemnified Person may incur in enforcing the indemnity and other obligations provided for in this Agreement Section 7.4. (d) Any Indemnified Party wishing to claim indemnification under Section 7.4(a), upon learning of any claim, action, suit proceeding or investigation described above (each, a “Claim”), shall promptly notify the Parent thereof; provided that the failure so to notify shall not affect the obligations of the Parent under Section 7.4(a) unless and to the contraryextent that the Parent is actually materially prejudiced as a result of such failure. In the event of a Claim (whether arising before or after the Effective Time), this Section 7.01 (i) the Parent shall survive have the consummation right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party and upon such assumption the Parent shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the Transactions indefinitely defense thereof except that if the Parent elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues that raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefore are received; provided, however, that the Parent shall be bindingobligated pursuant to this paragraph (d) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction with respect to any given Claim or series of related or similar Claims unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest that necessitates more than one law firm, jointly (ii) the Indemnified Parties will cooperate in the defense of any such matter and severally(iii) the Parent shall not be liable for any settlement effected without its prior written consent, on Acquiror which consent shall not be unreasonably withheld, delayed or conditioned; and provided, further, that the Company Parent shall not have any obligation hereunder to any Indemnified Party when and all successors if a court of competent jurisdiction shall ultimately determine, and assigns such determination shall have become final and non-appealable, that the indemnification of Acquiror and such Indemnified Party in the Company. manner contemplated hereby is prohibited by applicable Law. (e) If Acquiror or the Company Surviving Entity or any of their respective its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Acquiror or the CompanySurviving Entity, as the case may be, shall succeed to assume the obligations set forth in this Section 7.017.4. (f) The provisions of this Section 7.4, (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have or contract or otherwise.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time, Acquiror shall, and shall cause the Company Surviving Entities to, indemnify and hold harmless each present and former director/, manager and officer of Acquiror, the each Company Party and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request each of Acquiror, the Company and the Company’s their respective Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s SubsidiariesEffective Time, to the fullest extent that Acquiror, the such Company Party or any of the Company’s its Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original date of this Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of and advance expenses as incurred in defense of any Action, to the fullest extent permitted under applicable Law, to) such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security)Person. Without limiting the foregoing, Acquiror shall, and shall cause the Company Surviving Entities and the Company’s each of their respective Subsidiaries to, (i) maintain for a period of not less than six years from the Closing Effective Time provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) exculpation of, and advancement of expenses to, officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original date of this Agreement Date and (ii) not amend, repeal or otherwise modify such provisions for a period of not less than six years from the Effective Time in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Each of Acquiror and each Company Party shall or shall cause one or more of its Subsidiaries to purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing DateEffective Time, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror Acquiror’s or the such Company Party’s or any of the Company’s its Subsidiaries’ ’, as applicable, directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror each other Party or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquirorthe Acquiror or the Company Parties and their Subsidiaries, the Companyas applicable, and the Company’s Subsidiaries for such insurance policies policy for the year ended December 31, 20212020; provided, however, that (i) each of Acquiror and each Company Party may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing Effective Time (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions Mergers indefinitely and shall be binding, jointly and severally, on Acquiror and Acquiror, the Company Surviving Entities and all successors and assigns of Acquiror and the CompanySurviving Entities. If Acquiror or the Company Surviving Entities or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Acquiror or the CompanySurviving Entities, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingIn Executive’s capacity as a director, Acquiror shallofficer, and shall cause or employee of the Company toor serving or having served any other entity as a director, indemnify and hold harmless each present and former director/manager and officer of Acquirorofficer, the Company and or employee at the Company’s Subsidiariesrequest, or any individual who, at any time prior Executive shall be indemnified and held harmless by the Company to the Closingfullest extent allowed by law, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officerCertificate of Incorporation and Bylaws, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, from and against any costs or and all losses, claims, damages, liabilities, expenses (including reasonable attorneys’ feeslegal fees and expenses), judgments, fines, losses, settlements and other amounts arising from any and all claims, damages demands, actions, suits or liabilities incurred in connection with any Actionproceedings, whether civil, criminal, administrative or investigative, arising in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or pertaining affairs, if in each of the foregoing cases, (a) Executive acted in good faith and in a manner Executive believed to matters existing or occurring at or prior to be in the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer best interests of Acquiror, the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (b) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation related expenses. Company agrees to maintain adequate directors and officers insurance coverage. The parties hereto have executed this Employment Agreement as of the first day and year written above. BLACK RANGE MINERALS, LLC By /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx, President/Chief Executive Officer Date: November 12, 2020 WESTERN URANIUM & VANADIUM CORP. By /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx, President/Chief Executive Officer Date: November 12, 2020 By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Executive Employee Date: November 12, 2020 effective as of 1st day October 2020 Xxxxx will provide the following Services to the Company: Function and Accountabilities: as Chief Financial Officer of each of WUVC and Black Range, Xxxxx will, under the broad operating guidelines set by the Board, assume full responsibility for the management of each of WUVC and Black Range including: 1. As requested by the CEO, contributing to the development and achievement of strategic objectives for the Company. 2. As requested by the CEO, playing a role in the Company’s Subsidiariesinvestor relations activities. 3. As requested by the CEO, to assisting the fullest extent that AcquirorCEO with the identification, negotiating and execution of M&A and/or similar transactions. 4. As requested by the Company or any CEO, playing a key role in executing public and private market capital raising initiatives. 5. Playing an integral role along with the CEO in developing and maintaining relationships with investment banking firms. 6. Assisting CEO in financial decision making through preparation of requisite financial analysis. 7. Advising CEO, from a financial risk management perspective. 8. Overseeing the Company’s Subsidiaries would have been permitted under applicable Law preparation of financial statements and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, MD&A and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date 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 providing certification as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesapplicable securities laws. (b) Acquiror shall purchase9. Overseeing the accounting function and maintenance of books and records in accordance with governing regulations. 10. Reorganizing business finances, at or prior to the Closingaccounts, and Acquiror shall or shall cause one or more systems to improve efficiency. 11. Implementing and improving internal controls to comply with both regulations and best practice. 12. Overseeing the multi-national tax preparation and filing process. 13. Overseeing the financial planning, budgeting and forecasting processes for the organization. 14. Overseeing relationships with the multi-national group of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ vendors and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any creditors and cost management. 15. Managing financial relationships of the Company’s Subsidiaries’ directors’ company with banks and officers’ liability insurance policies (truepotential lenders. 16. Managing public securities relationships with public stock exchanges and the transfer agent. 17. Facilitating and assisting the Independent Chairman, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the CompanyCorporate Secretary, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereofoutside counsel on regulatory compliance matters. (c) Notwithstanding anything contained in this Agreement to 18. Assisting the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely Independent Chairman on projects and shall be binding, jointly and severally, initiatives on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, an as the case may be, shall succeed to the obligations set forth in this Section 7.01time permits basis.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time of the Merger, Acquiror the Surviving Corporation shall, to the fullest extent permitted by applicable law, indemnify, defend and shall cause the Company hold harmless, and provide advancement of expenses to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiariesperson who is now, or any individual who, has been at any time prior to the Closingdate hereof or who becomes prior to the Effective Time of the Merger, is an officer or was serving at director of Company or any of its Subsidiaries (the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities or liabilities incurred judgments or amounts that are paid in settlement of or in connection with any Actionclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Company or any Subsidiary of Company, and pertaining to matters any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to the ClosingEffective Time of the Merger, whether asserted or claimed prior to, or at or after after, the Closing Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and relating the consummation of the transactions contemplated hereby) (“Indemnified Liabilities”) to the fact that same extent such Person was a director/manager persons are indemnified or officer of Acquiror, have the Company, or any of the Company’s Subsidiaries, right to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing advancement of expenses as incurred of the date of this Agreement by Company pursuant to the fullest extent permitted under such organizational documents or under any employment or Company’s Certificate of Incorporation, Bylaws and indemnification agreement set forth on Schedule 7.01(a)agreements, which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01if any, in each case, without existence on the requirement date hereof with any directors or officers of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representativesSubsidiaries. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for For a period of six years from after the Closing DateEffective Time of the Merger, the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance covering those Persons who maintained by Company (provided, that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage, amounts and retentions containing terms and conditions which are currently covered by Acquiror no less advantageous to the insured) with respect to claims arising from facts or events which occurred at or before the Company or any Effective Time of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021Merger; provided, however, that (i) Acquiror may cause coverage the Surviving Corporation shall not be obligated to be extended under the current directors’ and officers’ liability make annual premium payments for such insurance by obtaining a 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 Closing extent such premiums exceed 200% of the premiums paid as of the date hereof by Company for such insurance (“Company’s Current Premium”), and if such premiums for such insurance would at any time exceed 200% of Company’s Current Premium, then the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required Surviving Corporation shall cause to be maintained under this Section 7.01 shall be continued policies of insurance which, in respect the Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to 200% of such claim until the final disposition thereofCompany’s Current Premium. (c) Notwithstanding anything contained The Surviving Corporation shall pay (as incurred) all expenses, including reasonable fees and expenses of counsel, that an Indemnified Person may incur in enforcing the indemnity and other obligations provided for in this Agreement to Section 7.4. (d) If the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror or the Company Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person 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 Personperson, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Acquiror or the CompanySurviving Corporation, as the case may be, shall succeed to assume the obligations set forth in this Section 7.017.4. (e) The provisions of this Section 7.4, (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have or contract or otherwise.

Indemnification and Directors’ and Officers’ Insurance. (a) From All rights to exculpation, indemnification and after the Closing, Acquiror shall, and shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing advancement of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents existing as of the Original date of this Agreement Date and in favor of the current or former directors or officers of SPAC (ii) not amendeach, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of together with such person’s heirs, executors and personal and legal representatives. (bor administrators, a “D&O Indemnitees”) Acquiror shall purchase, at under the SPAC Organizational Documents or under any indemnification agreement such D&O Indemnitee may have with SPAC that has been made available to the Company prior to the Closingdate of this Agreement, in each case, as in effect as of immediately prior to the date of this Agreement (collectively, the “Existing D&O Arrangements”), shall survive the Closing and Acquiror shall or shall cause one or more of its Subsidiaries to maintain continue in full force and effect for a period of six years from the Closing Date. For a period of six years from the Closing Date, to the maximum extent permitted under applicable Law, the Company shall cause the Surviving Company to maintain in effect the Existing D&O Arrangements, and the Company shall, and shall cause the Surviving Company to, not 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. The Company shall not have any obligation under this Section ‎7.01 to any D&O Indemnitee when and if a court of competent jurisdiction shall determine that the indemnification of such D&O Indemnitee in the manner contemplated hereby is prohibited by applicable Law. (b) Prior to the Closing, SPAC shall purchase a six year “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering those Persons each individual who are is a director or officer of SPAC currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies policy of which have been heretofore made available to Acquiror or its agents or representatives) SPAC on terms not with respect to coverage, deductibles and amounts no less favorable than the terms those of such current insurance coverage, except that policy in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess effect on the date of 300% of the annual premium payable in the aggregate by Acquiror, the Companythis Agreement. The Company shall, and shall cause the Company’s Subsidiaries Surviving Company to, use reasonable best efforts to maintain the D&O Tail in full force and effect for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereofits full term. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

Indemnification and Directors’ and Officers’ Insurance. (a) From All rights to exculpation, indemnification and after the Closing, Acquiror shall, and shall cause the Company to, indemnify and hold harmless each present and former director/manager and officer advancement of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries expenses existing as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any date of this Agreement in favor of the Companycurrent or former directors or officers of SPAC (each, together with such person’s Subsidiaries would have been permitted heirs, executors or administrators, a “D&O Indemnitees”) under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents SPAC Organizational Documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which ) such advancement right shall include any expenses incurred by such Person in connection D&O Indemnitee may have with enforcing any rights to indemnification under this Section 7.01SPAC, in each case, without as in effect as of immediately prior to the requirement date of any bond or securitythis Agreement (collectively, the “Existing D&O Arrangements”), shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. Without limiting For a period of six (6) years from the foregoingClosing Date, Acquiror to the maximum extent permitted under applicable Law, the Company shall cause the Surviving Company to maintain in effect the Existing D&O Arrangements, and the Company shall, and shall cause the Surviving Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify any such provisions in any respect manner that would materially and adversely affect the rights thereunder of those Persons thereunderany D&O Indemnitee; provided, in each casehowever, except as required by Law. All that all rights to indemnification and or advancement conferred 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. The Company shall not have any obligation under this Section 7.01 shall continue as to any indemnified Person who has ceased to be D&O Indemnitee when and if a director/manager or officer court of Acquirorcompetent jurisdiction shall determine, in a final, non-appealable judgement, that the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit indemnification of such person’s heirs, executors and personal and legal representativesD&O Indemnitee in the manner contemplated hereby is prohibited by applicable Law. (b) Acquiror shall purchase, at At or prior to the Closing, and Acquiror SPAC shall obtain a six (6) year “tail” or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the First Effective Time covering those Persons each individual who are is a director or officer of SPAC currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies policy of which have been heretofore made available to Acquiror or its agents or representatives) SPAC on terms not with respect to coverage, deductibles and amounts no less favorable than the terms those of such current insurance coveragepolicy in effect on the date of this Agreement. The Company shall, except that and shall cause the Surviving Company to, maintain the D&O Tail in no event shall Acquiror or full force and effect for its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% full term. The cost of the annual premium payable in the aggregate D&O Tail shall be borne by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a 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 Closing (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to If the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror or the Surviving Company or any of their respective its 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, proper provision provisions shall be made so that the successors and or assigns of Acquiror or the Company, as the case may be, Surviving Company shall succeed to assume all of the obligations set forth in this Section 7.01. (d) This Section 7.01 is intended for the benefit of, and to grant third party rights to, the D&O Indemnitees, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained herein.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after After the ClosingEffective Time, Acquiror shall, and shall cause the Company to, shall indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aApplicable Law to), which such advancement right shall include any to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without the requirement of any bond whole or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as part on or arising in whole or in part out of the Original Agreement Date and (ii) not amend, repeal fact that such person is or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager was an officer or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any director of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available whether or not pertaining to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under Applicable Law. Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 4.11 relieve the final disposition thereofobligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by Applicable Law, that the indemnification provided for in this Section 4.11 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.11 and may specifically enforce its terms. This Section 4.11 shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. This Section 4.11 shall not limit any liability an Indemnified Person may have under the Escrow Agreement or Article 7 of this Agreement. (cb) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 from and after the Effective Time, Parent shall survive cause the consummation Surviving Corporation to fulfill and honor in all respects the obligations of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and Company pursuant to any indemnification agreements between the Company and all successors its directors and assigns officers as of Acquiror or prior to the date hereof (or indemnification agreements in the Company's customary form for directors joining the Company's Board of Directors prior to the Effective Time) and any indemnification provisions under the Company's Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time. (c) Neither Parent nor any of its affiliates shall be obligated to guarantee the payment or performance of the Company's obligations under Clauses (a) or (b) of this Section 4.11 so long as the Company honors such obligations to the extent of its net worth at the Effective Time, and neither Parent nor any such affiliate shall have any liability or obligation to any Indemnified Person arising from the Company's breach of, or inability to perform its obligations under, such Clauses in excess of the difference between the net worth of the Company at the Effective Time and the Company. If Acquiror or aggregate of all amounts paid by the Company in satisfaction of such obligations. The provisions of this Section 4.11 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Company to merge or any of their respective successors or assigns consolidates consolidate with or merges into any other Person and shall unless the Company will ensure that the surviving or resulting entity assumes the obligations imposed by this Section 4.11. (d) The provisions of this Section 4.11 may 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 amended as to any Indemnified Person without such Indemnified Person's prior written consent, then, and in each such case, proper provision shall which consent will not be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01unreasonably withheld.

Indemnification and Directors’ and Officers’ Insurance. (a) From After the Effective Time, the Surviving Corporation and after the Closing, Acquiror shall, and Parent shall cause the Company to, indemnify and hold harmless each present (and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiaries, or any individual who, at any time prior to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of shall also advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law to), which such advancement right shall include any to the extent not covered by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company (the "Company Principals") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including reasonable counsel fees and expenses) settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without the requirement of any bond whole or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as part on or arising in whole or in part out of the Original Agreement Date and (ii) not amend, repeal fact that such person is or otherwise modify such provisions in any respect that would adversely affect the rights was an officer or director of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (trueits subsidiaries, correct and complete copies of which have been heretofore made available whether or not pertaining to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “D&O Tail”) "Indemnified Liabilities"); and (ii) if any claim is asserted all Indemnified Liabilities based in whole or made within such sixin part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law or agreement. Nothing contained herein shall make Parent, Merger Sub, Company or the Surviving Corporation, an insurer, a co-year period, any insurance required to be maintained under this Section 7.01 shall be continued insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 5.14 relieve the obligations of any insurer in respect thereto. The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 5.14 shall apply without limitation to negligent acts or omissions by a Company Principal. Each Company Principal is intended to be a third party beneficiary of this Section 5.14 and may specifically enforce its terms. Nothing in this Section 5.14 shall limit or otherwise adversely affect any rights any Company Principal may have under any agreement with Company or under Company's Certificate of Incorporation or bylaws as presently in effect. (b) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, fulfill and honor in all respects the obligations of Company pursuant to any indemnification agreements between the Company and its directors and officers as of or prior to the date hereof and any indemnification provisions under Company's Certificate of Incorporation or bylaws and shall not terminate any directors and officers liability insurance policy, each in effect on the date hereof, for a period of six (6) years after the Effective Time; provided that the aggregate premium payable by Parent to continue such claim until the final disposition thereofpolicy does not exceed $75,000. (c) The provisions of this Section 5.14 are intended to be for the benefit of, and will be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such person. Parent will not permit the Surviving Corporation to merge or consolidate with any other person unless the Company will ensure that the surviving or resulting entity assumes the obligations imposed by this Section 5.14. Notwithstanding anything contained in this Agreement herein to the contrary, the provisions of this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror or the Company or any of their respective successors or assigns consolidates with or merges into any other Person and shall 5.14 may 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 amended as to any Person, then, and in each Company Principal without such case, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01Company Principal's prior written consent.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingEffective Time of the Merger, Acquiror Parent shall, to the fullest extent permitted by applicable Law, indemnify, defend and shall cause the Company hold harmless, and provide advancement of expenses to, indemnify and hold harmless each present and former director/manager and officer of Acquiror, the Company and the Company’s Subsidiariesperson who is now, or any individual who, has been at any time prior to the Closingdate hereof or who becomes prior to the Effective Time of the Merger, is an officer or was director of Company or any of its Subsidiaries and any such person presently or formerly serving at the request of Acquiror, the Company and the Company’s or any of its Subsidiaries as a director/manager or , officer, employee employee, agent, trustee or agent fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or under or with respect to any employee benefit plan (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities, penalties, or liabilities incurred judgments or amounts that are paid in settlement of or in connection with any Actionclaim, action, suit, proceeding or investigation whether civil, criminal, administrative or investigativeadministrative, based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Company or any Subsidiary of Company, or pertaining to matters any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to the ClosingEffective Time of the Merger, whether asserted or claimed prior to, or at or after after, the Closing Effective Time of the Merger (including matters, acts or omissions occurring in connection with the approval of this Agreement and relating the consummation of the transactions contemplated hereby) (“Indemnified Liabilities”) (x) to the fact that same extent such Person was a director/manager persons are indemnified or officer have the right to advancement of Acquiror, the Company, or any expenses as of the date of this Agreement by Company pursuant to Company’s SubsidiariesArticles of Incorporation, Bylaws and indemnification agreements, if any, in existence on the date hereof (all such agreements being listed in the Company Disclosure Letter) with any directors or officers of Company and its Subsidiaries and (y) without limitation of, and in addition to clause (x), to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(a), which such advancement right shall include any expenses incurred by such Person in connection with enforcing any rights to indemnification under this Section 7.01, in each case, without the requirement of any bond or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the Original Agreement Date and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for For a period of six years from after the Closing DateEffective Time of the Merger, Parent shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance covering those Persons who maintained by Company (provided, that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage, amounts and retentions containing terms and conditions which are currently covered by Acquiror no less advantageous to the insured) with respect to claims arising from facts or events which occurred at or before the Company or any Effective Time of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021Merger; provided, however, that (i) Acquiror may cause coverage the Surviving Corporation shall not be obligated to be extended under the current directors’ and officers’ liability make annual premium payments for such insurance by obtaining a 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 Closing extent such premiums exceed 200% of the premiums paid as of the date hereof by Company for such insurance (“Company’s Current Premium”), and if such premiums for such insurance would at any time exceed 200% of Company’s Current Premium, then the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required Surviving Corporation shall cause to be maintained under this Section 7.01 shall be continued policies of insurance which, in respect the Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to 200% of such claim until the final disposition thereofCompany’s Current Premium. (c) Notwithstanding anything contained Parent shall pay (as incurred) all expenses, including reasonable fees and expenses of counsel, that an Indemnified Person may incur in enforcing the indemnity and other obligations provided for in this Agreement to Section 7.4. (d) If the contrary, this Section 7.01 shall survive the consummation of the Transactions indefinitely and shall be binding, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror or the Company Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other Person 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 Personperson, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Acquiror or the CompanySurviving Corporation, as the case may be, shall succeed to assume the obligations set forth in this Section 7.017.4. (e) The provisions of this Section 7.4, (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have or contract or otherwise.

Indemnification and Directors’ and Officers’ Insurance. (a) From and after the ClosingClosing Date, Acquiror shall, and Parent shall cause the Company toSurviving Corporation to indemnify, indemnify defend, and hold harmless each present (and former director/manager and officer of Acquiror, shall also cause the Company and the Company’s Subsidiaries, or any individual who, at any time prior Surviving Corporation to the Closing, is or was serving at the request of Acquiror, the Company and the Company’s Subsidiaries as a director/manager or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing and relating to the fact that such Person was a director/manager or officer of Acquiror, the Company, or any of the Company’s Subsidiaries, to the fullest extent that Acquiror, the Company or any of the Company’s Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the Original Agreement Date to indemnify such Person in its capacity as a director/manager or officer (including, within twenty (20) days after any written request is received by Acquiror, the advancing of advance expenses as incurred to the fullest extent permitted under such organizational documents or under any employment or indemnification agreement set forth on Schedule 7.01(aapplicable law), which such advancement right shall include any to the extent not covered and paid by insurance, each person who is now or has been prior to the date hereof or who becomes prior to the Closing Date an officer or director of the Company (the "INDEMNIFIED D&O PERSONS") against (i) all losses, claims, damages, costs, expenses incurred by such Person (including counsel fees and expenses), settlement, payments or liabilities arising out of or in connection with enforcing any rights to indemnification under this Section 7.01claim, demand, action, suit, proceeding or investigation based in each case, without the requirement of any bond whole or security). Without limiting the foregoing, Acquiror shall, and shall cause the Company and the Company’s Subsidiaries to, (i) maintain for a period of not less than six years from the Closing provisions in its respective certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as part on or arising in whole or in part out of the Original Agreement Date and (ii) not amend, repeal fact that such person is or otherwise modify such provisions in any respect that would adversely affect the rights was an officer or director of those Persons thereunder, in each case, except as required by Law. All rights to indemnification and advancement conferred under this Section 7.01 shall continue as to any indemnified Person who has ceased to be a director/manager or officer of Acquiror, the Company or the Company’s Subsidiaries at or after the Closing and inure to the benefit of such person’s heirs, executors and personal and legal representatives. (b) Acquiror shall purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Closing Date, directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror or the Company or any of the Company’s Subsidiaries’ directors’ and officers’ liability insurance policies (trueits subsidiaries, correct and complete copies of which have been heretofore made available whether or not pertaining to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Acquiror, the Company, and the Company’s Subsidiaries for such insurance policies for the year ended December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims any matter existing or occurring at or prior to the Closing Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the “"INDEMNIFIED D&O Tail”) and LIABILITIES"); (ii) if all Indemnified D&O Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law and (iii) all costs and expenses, including attorneys' fees and legal expenses incurred by any claim is asserted Indemnified D&O Person in enforcing his or made within such six-year period, any insurance required to be maintained her rights under this Section 7.01 10.6. Nothing contained herein shall be continued make Parent, Merger Sub, the Company or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of such claim until any insurance policies which may provide coverage for Indemnified D&O Liabilities, nor shall this Section 10.6 relieve the final disposition thereofobligations of any insurer in respect thereto. Each Indemnified D&O Person is intended to be a third party beneficiary of this Section 10.6 and may specifically enforce its terms. This Section 10.6 shall not limit or otherwise adversely affect any rights any Indemnified D&O Person may have under any agreement with the Company or under the Company's Articles of Incorporation or bylaws as presently in effect or under any provision of applicable law. (ca) Notwithstanding anything contained in this Agreement Parent shall use commercially reasonable efforts to add the contrary, this Section 7.01 shall survive the consummation officers and directors of the Transactions indefinitely Company as additional insureds under Parent's directors and shall be bindingofficers insurance policies at the sole expense of Parent, jointly and severally, on Acquiror and the Company and all successors and assigns of Acquiror and the Company. If Acquiror 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 provided that 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, proper provision shall be made so that the successors and assigns of Acquiror or the Company, as the case may be, shall succeed to the obligations set forth in this Section 7.01coverage is available at a commercially reasonable cost.