Common use of Indemnification Etc Clause in Contracts

Indemnification Etc. 10.1 Survival of Representations, Etc 74 10.2 Indemnification 75 10.3 Limitations 76 10.4 Exclusivity of Remedy, Further Limitations and Source of Funds for Indemnification 78 10.5 Notice of Claims 79 10.6 Defense of Third Party Claims 79 10.7 Parent’s Right of Set-Off 80 10.8 Exercise of Remedies Other Than by Parent 81 10.9 Tax Treatment of Indemnity Payments 81 10.10 Release of Funds From Indemnification Escrow Fund Following the Escrow Release Date 81 11. MISCELLANEOUS PROVISIONS 11.1 Securityholders’ Agent 82 11.2 Further Assurances 84 11.3 Fees and Expenses 84 11.4 Notices 85 TABLE OF CONTENTS (continued) Page 11.5 Headings 86 11.6 Counterparts and Exchanges by Electronic Transmission 86 11.7 Governing Law; Dispute Resolution 86 11.8 Successors and Assigns 87 11.9 Remedies Cumulative; Specific Performance 87 11.10 Waiver 87 11.11 Waiver of Jury Trial 87 11.12 Amendments 87 11.13 Severability 88 11.14 Parties in Interest 88 11.15 No Public Announcement 88 11.16 Entire Agreement 88 11.17 Disclosure Schedule 88 11.18 Construction 89 11.19 Legal Representation 89 LIST OF EXHIBITS AND SCHEDULES EXHIBITS Exhibit A Certain Definitions Exhibit B Form of First Certificate of Merger Exhibit C Form of Second Certificate of Merger Exhibit D Form of Revesting Agreement Exhibit E Form of Restrictive Covenant Agreement Exhibit F Form of Joinder Agreement Exhibit G Form of Lock-Up Agreement Exhibit H Form of Master Parent Promissory Note Exhibit I Form of Escrow Agreement Exhibit J Form of PPP Escrow Agreement Exhibit K Form of Payment Agent Agreement Exhibit L Form of Letter of Transmittal Exhibit M Form of Warrant Letter of Transmittal Exhibit N Retention Bonus Terms Exhibit O Form of Retention Bonus Agreement Exhibit P Current Assets and Current Liabilities Exhibit Q Knowledge Individuals Exhibit R Form of RWI Policy SCHEDULES Schedule 1.3(d)(ii) Agreements to be Amended or Terminated Schedule 1.3(d)(xi) Payoff Letters Schedule 1.3(d)(xiv) Third Party Assignments, Consents and Certificates Schedule 1.3(d)(xviii) Affiliate Arrangements Schedule 1.7(d) Contingent Consideration Extension Multipliers Schedule 1.10 Terminated Warrants Schedule 4.2(b) Permitted Pre-Closing Items Schedule 4.8(a) Agreements to be Terminated Schedule 4.8(b) Agreements to be Amended Schedule 7.3 Antitrust Jurisdictions AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of July 27, 2021, by and among LIFE360, INC., a Delaware corporation (“Parent”), JIOBIT MERGER SUB I, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”), JIOBIT MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), JIO, INC., a Delaware corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the Securityholders’ Agent (as defined in Section 11.1(a)). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Indemnification Etc. 10.1 57 7.1 Survival of Representations, Etc 74 Warranties and Covenants 57 7.2 Indemnification 57 7.3 Escrow Arrangements 59 7.4 Indemnification Procedures 60 7.5 Methods of Payment; Limitations 61 7.6 Stockholder Representative; Power of Attorney 62 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 64 8.1 Termination 64 8.2 Effect of Termination 64 8.3 Amendment 64 8.4 Extension; Waiver 64 ARTICLE IX DEFINITIONS, CONSTRUCTION, ETC. 65 ARTICLE X GENERAL PROVISIONS 75 10.1 Notices 75 10.2 Indemnification 75 Entire Agreement 76 10.3 Limitations 76 Severability 77 10.4 Exclusivity of Remedy, Further Limitations and Source of Funds for Indemnification 78 Specific Performance 77 10.5 Notice of Claims 79 Disclosure Schedule 77 10.6 Defense of Third Party Claims 79 10.7 Parent’s Right of Set-Off 80 10.8 Exercise of Remedies Other Than by Parent 81 10.9 Tax Treatment of Indemnity Payments 81 10.10 Release of Funds From Indemnification Escrow Fund Following the Escrow Release Date 81 11. MISCELLANEOUS PROVISIONS 11.1 Securityholders’ Agent 82 11.2 Further Assurances 84 11.3 Fees and Expenses 84 11.4 Notices 85 TABLE OF CONTENTS (continued) Page 11.5 Headings 86 11.6 Counterparts 77 10.7 Successors and Exchanges by Electronic Transmission 86 11.7 Assigns; Parties in Interest 77 10.8 Waiver 78 10.9 Governing Law; Dispute Resolution 86 11.8 Successors and Assigns 87 11.9 Remedies Cumulative; Specific Performance 87 11.10 Waiver 87 11.11 Venue 78 10.10 Waiver of Jury Trial 87 11.12 Amendments 87 11.13 Severability 88 11.14 Parties in Interest 88 11.15 No Public Announcement 88 11.16 Entire Agreement 88 11.17 Disclosure Schedule 88 11.18 Construction 89 11.19 Legal Representation 89 LIST 78 10.11 Other Remedies 78 10.12 Counterparts; Facsimile Delivery 78 10.13 Time of the Essence 79 INDEX OF EXHIBITS AND SCHEDULES EXHIBITS Exhibit Description Exhibit A Certain Definitions Form of Indemnification Escrow Agreement Exhibit B Form of First Certificate of Merger Exhibit C C-1 Form of Second Certificate Amended and Restated Voting Agreement Exhibit C-2 Form of Merger Amended and Restated Right of First Refusal and Co-Sale Agreement Exhibit C-3 Form of Amended and Restated Investors’ Rights Agreement Exhibit D Form of Revesting Agreement Parent Bylaws Exhibit E Form of Restrictive Covenant Agreement Post-Merger Capitalization Schedule Exhibit F Form of Joinder Representation Letter Exhibit G-1 Form of Assignment (Duke University) Exhibit G-2 Form of Assignment (University of Florida) Exhibit H Assignment and Assumption Agreement Exhibit G Form of Lock-Up Agreement Exhibit H Form of Master Parent Promissory Note Exhibit I Form of Escrow Series E Preferred Stock Purchase Agreement Exhibit J Form of PPP Escrow Agreement to Convert to Series E Preferred Stock and related Release Exhibit K Form of Payment Agent Arrowhead Securities Purchase Agreement Exhibit L Form of Letter of Transmittal C Sixty Asset Purchase Agreement Exhibit M Form of Warrant Letter Restated Parent Certificate of Transmittal Incorporation Exhibit N Retention Bonus Terms Exhibit O Form of Retention Bonus Agreement Exhibit P Current Assets and Current Liabilities Exhibit Q Knowledge Individuals Exhibit R Form of RWI Policy SCHEDULES Schedule 1.3(d)(ii) Agreements to be Amended or Terminated Schedule 1.3(d)(xi) Payoff Letters Schedule 1.3(d)(xiv) Third Party Assignments, Consents and Certificates Schedule 1.3(d)(xviii) Affiliate Arrangements Schedule 1.7(d) Contingent Consideration Extension Multipliers Schedule 1.10 Terminated Warrants Schedule 4.2(b) Permitted Pre-Closing Items Schedule 4.8(a) Agreements to be Terminated Schedule 4.8(b) Agreements to be Amended Schedule 7.3 Antitrust Jurisdictions Grid Note AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of July 27March 21, 20212007 (the “Agreement Date”), by and among LIFE360Unidym, INC.Inc., a Delaware corporation (“Parent”), JIOBIT MERGER SUB I, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”), JIOBIT MERGER SUB IIUnidym Acquisition, LLC, a Delaware limited liability company and a wholly wholly-owned Subsidiary subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger SubsLLC”), JIOCarbon Nanotechnologies, INC.Inc., a Delaware corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLCXxxxxxx X. XxXxxx, a Colorado limited liability companyan individual, solely in its capacity for the purpose of acknowledging his appointment as the Securityholders’ Agent (as defined in Stockholder Representative pursuant to Section 11.1(a))7.6. Certain All capitalized terms used in this Agreement are defined in Exhibit A.Article IX.

Indemnification Etc. 10.1 31 4.1 Survival of Representations, Etc 74 10.2 Etc. 31 4.2 Indemnification 75 10.3 Limitations 76 10.4 Exclusivity of Remedy, Further Limitations and Source of Funds for Indemnification 78 10.5 Notice of Claims 79 10.6 32 4.3 Exclusive Remedy 33 4.4 Defense of Third Party Claims 79 10.7 Parent’s Right of Set-Off 80 10.8 Exercise of Remedies Other Than by Parent 81 10.9 Tax Treatment of Indemnity Payments 81 10.10 Release of Funds From Indemnification Escrow Fund Following the Escrow Release Date 81 1133 4.5 Claims Relating to Securities 34 SECTION 5. MISCELLANEOUS PROVISIONS 11.1 Securityholders34 5.1 Stockholders’ Agent 82 11.2 34 5.2 Certain Covenants 35 5.3 Public Announcements 37 5.4 Further Assurances 84 11.3 37 5.5 Fees and Expenses 84 11.4 37 5.6 Attorneys’ Fees 38 5.7 Notices 85 38 TABLE OF CONTENTS (continued) Page 11.5 5.8 Time of the Essence 39 5.9 Headings 86 11.6 39 5.10 Counterparts and Exchanges by Electronic Transmission 86 11.7 39 5.11 Governing Law; Dispute Resolution 86 11.8 Venue 39 5.12 Successors and Assigns 87 11.9 39 5.13 Remedies Cumulative; Specific Performance 87 11.10 40 5.14 Waiver 87 11.11 40 5.15 Amendments 40 5.16 Severability 40 5.17 Parties in Interest 40 5.18 Entire Agreement 40 5.19 Disclosure Schedule 41 5.20 Waiver of Jury Trial 87 11.12 Amendments 87 11.13 Severability 88 11.14 Parties in Interest 88 11.15 No Public Announcement 88 11.16 Entire Agreement 88 11.17 Disclosure Schedule 88 11.18 41 5.21 Construction 89 11.19 Legal Representation 89 LIST OF EXHIBITS AND SCHEDULES 41 EXHIBITS Exhibit A Certain Definitions definitions Exhibit B Form of First Certificate of Merger Exhibit C Form of Second Certificate of Merger Stockholder Representation Letter Exhibit D Escrow Agreement Exhibit E-1 Individuals to execute Affiliate Agreements Exhibit E-2 Form of Revesting Agreement Exhibit E Form of Restrictive Covenant Affiliate Agreement Exhibit F Form of Joinder Amendment to Investor Rights Agreement Exhibit G Form of Lock-Up Agreement Legal Opinion of Bxxxxxx, Phleger & Hxxxxxxx LLP Exhibit H FIRPTA Form of Master Parent Promissory Note Exhibit I Form of Escrow Release Agreement Exhibit J Form Acknowledgement of PPP Escrow Agreement Fees Exhibit K Form of Payment Agent Agreement Exhibit L Form of Letter of Transmittal Exhibit M Form of Warrant Letter of Transmittal Exhibit N Retention Bonus Terms Exhibit O Form of Retention Bonus Agreement Exhibit P Current Assets and Current Liabilities Exhibit Q Knowledge Individuals Exhibit R Form of RWI Policy SCHEDULES Schedule 1.3(d)(ii) Agreements to be Amended or Terminated Schedule 1.3(d)(xi) Payoff Letters Schedule 1.3(d)(xiv) Third Party Assignments, Consents and Certificates Schedule 1.3(d)(xviii) Affiliate Arrangements Schedule 1.7(d) Contingent Consideration Extension Multipliers Schedule 1.10 Terminated Warrants Schedule 4.2(b) Permitted Pre-Closing Items Schedule 4.8(a) Agreements to be Terminated Schedule 4.8(b) Agreements to be Amended Schedule 7.3 Antitrust Jurisdictions Unaudited Interim Balance Sheet AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of July 27April 16, 20212002, by and among LIFE360among: BLUE MARTINI SOFTWARE, INC., a Delaware corporation (“Parent”), JIOBIT MERGER SUB I, INC.; BLUE MARTINI HOLDINGS CORP. II, a Delaware corporation and a wholly owned Subsidiary subsidiary of Parent (“Merger Sub ISub”), JIOBIT MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), JIO, INC; THE CYBRANT CORP., a Delaware corporation (the “Company”); and DXXX XXXXXXXX, and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the SecurityholdersStockholders’ Agent (as defined in Section 11.1(a)). Certain capitalized terms used in this Agreement are defined in Exhibit A.Agent.

Indemnification Etc. 10.1 29 9.1 Survival of Representations, Etc 74 10.2 Warranties and Covenants 29 9.2 Indemnification 75 10.3 Limitations 76 10.4 Exclusivity of Remedy, Further Limitations and Source of Funds for Indemnification 78 10.5 Notice of Claims 79 10.6 by the Representing Stockholders 29 9.3 Contribution 30 9.4 Ceiling; Limitation on Additional Damages 30 9.5 Defense of Third Party Claims 79 10.7 Parent’s Right of Set-Off 80 10.8 30 9.6 Indemnity Reserve 31 9.7 Exercise of Remedies by Netivation Indemnitees Other Than by Parent 81 10.9 Tax Treatment of Indemnity Payments 81 10.10 Release of Funds From Indemnification Escrow Fund Following the Escrow Release Date 81 11. Netivation 31 SECTION 10 - MISCELLANEOUS PROVISIONS 11.1 Securityholders’ 31 10.1 Representing Stockholders' Agent 82 11.2 31 10.2 Further Assurances 84 11.3 32 10.3 Fees and Expenses 84 11.4 32 10.4 Attorneys' Fees 33 10.5 Notices 85 TABLE OF CONTENTS (continued) Page 11.5 33 10.6 Headings 86 11.6 34 10.7 Counterparts and Exchanges by Electronic Transmission 86 11.7 34 10.8 Governing Law; Dispute Resolution 86 11.8 Law 34 10.9 Successors and Assigns 87 11.9 34 10.10 Remedies Cumulative; Specific Performance 87 11.10 35 10.11 Waiver 87 11.11 Waiver 35 10.12 Amendments 35 10.13 Time of Jury Trial 87 11.12 Amendments 87 11.13 the Essence 35 10.14 Severability 88 11.14 35 10.15 Parties in Interest 88 11.15 No Public Announcement 88 11.16 35 10.16 Entire Agreement 88 11.17 Disclosure Schedule 88 11.18 35 10.17 Construction 89 11.19 Legal Representation 89 LIST OF EXHIBITS AND SCHEDULES 36 EXHIBITS Exhibit A - Stockholders, Optionholders and Warrantholders Exhibit B - Certain Definitions Exhibit B C - Director and Officer of Surviving Corporation Exhibit D - Allocation of Merger Consideration Pursuant to Section 1.5 and Section 1.6 Exhibit E - Form of First Certificate of Merger Exhibit C Form of Second Certificate of Merger Exhibit D Form of Revesting Agreement Exhibit E Form of Restrictive Covenant Subscription Agreement Exhibit F - Form of Joinder Employment and Noncompetition Agreement Exhibit G - Form of Escrow Agreement Exhibit H - Form of Release of Claims Exhibit I1 - Form of Lock-Up Agreement for Preferred Stockholders, Non-Former Employee, and Non-Current Employee Common Stockholders Exhibit H I2 - Form of Master Parent Promissory Note Exhibit I Form of Escrow Lock-Up Agreement Exhibit J Form of PPP Escrow Agreement Exhibit K Form of Payment Agent Agreement Exhibit L Form of Letter of Transmittal Exhibit M Form of Warrant Letter of Transmittal Exhibit N Retention Bonus Terms Exhibit O Form of Retention Bonus Agreement Exhibit P for Current Assets Employee and Current Liabilities Exhibit Q Knowledge Individuals Exhibit R Form of RWI Policy SCHEDULES Schedule 1.3(d)(ii) Agreements to be Amended or Terminated Schedule 1.3(d)(xi) Payoff Letters Schedule 1.3(d)(xiv) Third Party Assignments, Consents and Certificates Schedule 1.3(d)(xviii) Affiliate Arrangements Schedule 1.7(d) Contingent Consideration Extension Multipliers Schedule 1.10 Terminated Warrants Schedule 4.2(b) Permitted Pre-Closing Items Schedule 4.8(a) Agreements to be Terminated Schedule 4.8(b) Agreements to be Amended Schedule 7.3 Antitrust Jurisdictions Former Employee Common Stockholders AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of July 27November 17, 20211999, by and among LIFE360among: XXXXXXXXXX.XXX, INC., a Delaware corporation (“Parent”"Netivation"), JIOBIT XXXXXXXXXX.XXX MERGER SUB I, INCCORP., a Delaware corporation and a wholly wholly-owned Subsidiary subsidiary of Parent Netivation (“"Merger Sub I”Sub"), JIOBIT MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), JIONET.CAPITOL, INC., a Delaware corporation (the “Company”"Net.Capitol"), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as certain stockholders of Net.Capitol set forth on Exhibit A hereto (the Securityholders’ Agent (as defined in Section 11.1(a)"Representing Stockholders"). Certain capitalized terms used in this Agreement are defined in Exhibit A.B.

Indemnification Etc. 64 10.1 Survival of Representations, Etc 74 64 10.2 Indemnification 75 65 10.3 Limitations 76 67 10.4 Exclusivity of Remedy, Further Limitations and Payment Source of Funds for 68 10.5 No Contribution 69 10.6 Insurance 69 10.7 Indemnification 78 10.5 Notice of Claims 79 10.6 Defense of Claim Procedure 69 10.8 Third Party Claims 79 10.7 Parent’s Right 73 10.9 Election of Set-Off 80 10.8 Claims 74 10.10 Exercise of Remedies Other Than by Parent 81 10.9 Tax Treatment of Indemnity Payments 81 10.10 Release of Funds From Indemnification Escrow Fund Following the Escrow Release Date 81 74 10.11 Exclusive Remedy 74 11. MISCELLANEOUS PROVISIONS Miscellaneous Provisions 75 11.1 Securityholders’ Agent 82 75 11.2 Further Assurances 84 76 11.3 No Waiver Relating to Claims for Fraud 76 11.4 Fees and Expenses 84 11.4 76 11.5 Attorneys’ Fees 77 11.6 Notices 85 TABLE OF CONTENTS (continued) Page 11.5 77 11.7 Headings 86 11.6 75 11.8 Counterparts and Exchanges by Electronic Transmission 86 11.7 or Facsimile78 11.9 Governing Law; Dispute Resolution 86 11.8 79 11.10 Successors and Assigns 87 11.9 79 11.11 Remedies Cumulative; Specific Performance 87 11.10 79 11.12 Non-Recourse 80 11.13 Waiver 87 11.11 80 11.14 Waiver of Jury Trial 87 11.12 80 11.15 Amendments 87 11.13 80 11.16 Severability 88 11.14 81 11.17 Parties in Interest 88 11.15 No Public Announcement 88 11.16 81 11.18 Entire Agreement 88 11.17 81 11.19 Disclosure Schedule 88 11.18 81 11.20 Waiver of Conflicts 81 11.21 Construction 89 11.19 Legal Representation 89 LIST OF EXHIBITS AND SCHEDULES EXHIBITS Exhibit 82 iii Exhibits and Schedules EXHIBIT A Certain Definitions Exhibit EXHIBIT B Form of First Certificate of Merger Exhibit Significant Owner Agreement EXHIBIT C Form of Second Certificate of Merger Exhibit Management Deferral Agreement EXHIBIT D Form of Revesting Amended and Restated LLC Agreement Schedule A Schedule of Employment Documents Schedule B R&W Policy Schedule 1 to Exhibit E Form of Restrictive Covenant Agreement Exhibit F Form of Joinder Agreement Exhibit G Form of Lock-Up Agreement Exhibit H Form of Master Parent Promissory Note Exhibit I Form of A Sample Working Capital Calculation Schedule 1.1 Blocker Stock Allocation Schedule 1.5(c) Escrow Agreement Exhibit J Form of PPP Escrow Agreement Exhibit K Form of Payment Agent Agreement Exhibit L Form of Schedule 1.8(b) Letter of Transmittal Exhibit M Form of Warrant Letter of Transmittal Exhibit N Retention Bonus Terms Exhibit O Form of Retention Bonus Agreement Exhibit P Current Assets and Current Liabilities Exhibit Q Knowledge Individuals Exhibit R Form of RWI Policy SCHEDULES Schedule 1.3(d)(ii1.10(a) Accounting Policies Schedule 2.16(b) Key Employees Schedule 5.2 Interim Reporting Matters Schedule 5.6 Agreements to be Terminated/Amended or Terminated as of the Effective Time Schedule 1.3(d)(xi5.10 Repaid Indebtedness Schedule 5.13(i) Payoff Letters Voluntary Disclosure Jurisdictions Schedule 1.3(d)(xiv6.6 Employee Benefits Schedule 7.1(b) Third Materiality Threshold Schedule 7.3(b) Required Third-Party Assignments, Consents Schedule 7.10 India and Certificates Portugal Operations Schedule 1.3(d)(xviii10.2(a)(xii) Affiliate Arrangements Schedule 1.7(d) Contingent Consideration Extension Multipliers Schedule 1.10 Terminated Warrants Schedule 4.2(b) Permitted Pre-Closing Items Schedule 4.8(a) Agreements to be Terminated Schedule 4.8(b) Agreements to be Amended Schedule 7.3 Antitrust Jurisdictions Specified Indemnity AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT THIS AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 27November 6, 20212019, by and among LIFE360among: REALPAGE, INC., a Delaware corporation (“Parent”), JIOBIT MERGER SUB I, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”), JIOBIT MERGER SUB II, ; RP NEWCO XXIX LLC, a Delaware limited liability company and a wholly wholly-owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger SubsSub”); BUILDIUM, JIO, INC.LLC, a Delaware corporation limited liability company (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC; SUMERU EQUITY PARTNERS FUND L.P., a Colorado Delaware limited liability companypartnership (“SEP”); K1 PRIVATE INVESTORS, solely in its capacity L.P., a Delaware limited partnership (“K1 PI”); K1 PRIVATE INVESTORS (A), L.P., a Delaware limited partnership (“K1 PI(A)” and together with K1 PI, “K1”); and SEP, as the Securityholders’ Agent (as defined in Section 11.1(a))Agent. Certain capitalized terms used in this Agreement are defined in Exhibit A.

Indemnification Etc. 10.1 48 7.1 Survival of Representations, Etc 74 10.2 Indemnification 75 10.3 . 48 7.2 Indemnification. 49 7.3 Limitations 76 10.4 Exclusivity 50 7.4 Amount of Remedy, Further Limitations and Source of Funds for Indemnification 78 10.5 Notice of Claims 79 10.6 Loss 51 7.5 Mitigation 51 7.6 Investigation 51 7.7 Defense of Third Third-Party Claims 79 10.7 Parent’s Right 52 7.8 Claims Procedures 53 7.9 Priority of Set-Off 80 10.8 Exercise of Remedies Other Than by Parent 81 10.9 Tax Treatment of Payment 54 7.10 R&W Policy 55 7.11 Payment to Securityholders from the Indemnity Payments 81 10.10 Release of Funds From Indemnification Escrow Fund Following Share Amount. 56 7.12 Payment to Securityholders from the Escrow Release Cash Amount. 56 Table of Contents (Continued) 8. TAX COVENANTS 57 8.1 Transfer Taxes 57 8.2 Tax Returns 57 8.3 Straddle Period 58 8.4 Elections 58 8.5 Pre-Closing Tax Returns 58 8.6 Overpayment 58 8.7 Continuation of Business on Closing Date 81 1159 8.8 Contests 59 8.9 Cooperation and Exchange of Information 59 8.10 Survival 59 8.11 Tax Matters 60 8.12 Voluntary Disclosures 60 9. TERMINATION 60 9.1 Termination 60 9.2 Effect of Termination 61 10. MISCELLANEOUS PROVISIONS 11.1 Securityholders61 10.1 Stockholders’ Agent 82 11.2 Further Assurances 84 11.3 61 10.2 Fees and Expenses 84 11.4 63 10.3 Attorneys’ Fees 64 10.4 Notices 85 TABLE OF CONTENTS (continued) Page 11.5 64 10.5 Headings 86 11.6 65 10.6 Counterparts and Exchanges by Electronic Transmission 86 11.7 or Facsimile 65 10.7 Governing Law; Dispute Resolution 86 11.8 Indemnification Claims 65 10.8 Successors and Assigns 87 11.9 Remedies Cumulative; 66 10.9 Specific Performance 87 11.10 66 10.10 Waiver 87 11.11 Waiver of Jury Trial 87 11.12 66 10.11 Amendments 87 11.13 66 10.12 Severability 88 11.14 66 10.13 Parties in Interest 88 11.15 No Public Announcement 88 11.16 66 10.14 Entire Agreement 88 11.17 67 10.15 Disclosure Schedule 88 11.18 67 10.16 Construction 89 11.19 Legal Representation 89 67 10.17 Waiver; Privilege. 68 LIST OF EXHIBITS AND SCHEDULES EXHIBITS Exhibit A Certain Definitions Exhibit B Form of First Certificate Articles of Merger Exhibit C Form Articles of Second Certificate Incorporation of Merger Sub Exhibit D Form Bylaws of Revesting Agreement Merger Sub Exhibit E Form Letter of Restrictive Covenant Agreement Transmittal Exhibit F Form of Joinder Agreement Exhibit G Form of Lock-Up Agreement Resignation Letter Exhibit H Form of Master Parent Promissory Note Non-Competition Agreement Exhibit I Form of Escrow Surrender Agreement Exhibit J Form of PPP Escrow Agreement Exhibit K Form of Payment Agent Agreement Exhibit L Form of Letter of Transmittal Exhibit M Form of Warrant Letter of Transmittal Exhibit N Retention Bonus Terms Exhibit O Form of Retention Bonus Agreement Exhibit P R&W Policy Schedule 1.13(a) Consents Schedule 7.2(a) Special Indemnity Items Schedule A Consideration Spreadsheet Schedule B-1 Current Assets and Schedule B-2 Current Liabilities Exhibit Q Knowledge Individuals Exhibit R Form of RWI Policy SCHEDULES Schedule 1.3(d)(ii) Agreements to be Amended or Terminated Schedule 1.3(d)(xi) Payoff Letters Schedule 1.3(d)(xiv) Third Party Assignments, Consents and Certificates Schedule 1.3(d)(xviii) Affiliate Arrangements Schedule 1.7(d) Contingent Consideration Extension Multipliers Schedule 1.10 Terminated Warrants Schedule 4.2(b) Permitted Pre-Closing Items Schedule 4.8(a) Agreements to be Terminated Schedule 4.8(b) Agreements to be Amended Schedule 7.3 Antitrust Jurisdictions AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of July 27August 31, 20212022, by and among LIFE360among: Purple Innovation, INC.Inc., a Delaware corporation (“Parent”), JIOBIT MERGER SUB I, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”), JIOBIT MERGER SUB IIGelato Intermediate, LLC, a Delaware limited liability company (“Purchaser”); Gelato Merger Sub, Inc., a Utah corporation and a wholly owned Subsidiary subsidiary of Parent Purchaser (“Merger Sub II” and together with Merger Sub I, the “Merger SubsSub”); Advanced Comfort Technologies, JIO, INC.Inc., a Delaware Utah corporation (the “Company”); and X. Xxxxx Xxxxxxxx, and SHAREHOLDER REPRESENTATIVE SERVICES LLCan individual, a Colorado limited liability company, solely in its capacity as the SecurityholdersStockholders’ Agent (as defined in Section 11.1(a))Agent. Certain capitalized Capitalized terms used in this Agreement are defined or referenced in Exhibit A.A attached hereto.

Indemnification Etc. 10.1 27 9.1 Survival of Representations, Etc 74 10.2 Warranties and Covenants 27 9.2 Indemnification 75 10.3 Limitations 76 10.4 Exclusivity of Remedy, Further Limitations and Source of Funds for by the Selling Stockholders 28 9.3 Indemnification 78 10.5 Notice of Claims 79 10.6 by Netivation 28 9.4 Minimum Claim Against the Selling Stockholders 29 9.5 Minimum Claim Against Netivation 29 9.6 Defense of Third Party Claims 79 10.7 Parent’s Right of Set-Off 80 10.8 Exercise of Remedies Other Than by Parent 81 10.9 Tax Treatment of 29 9.7 Indemnity Payments 81 10.10 Release of Funds From Indemnification Escrow Fund Following the Escrow Release Date 81 11. Reserve 30 9.8 Exclusive Remedy 30 SECTION 10 - MISCELLANEOUS PROVISIONS 11.1 Securityholders’ 30 10.1 Selling Stockholders' Agent 82 11.2 30 10.2 Further Assurances 84 11.3 32 10.3 Fees and Expenses 84 11.4 32 10.4 Attorneys' Fees 32 10.5 Notices 85 TABLE OF CONTENTS (continued) Page 11.5 33 10.6 Headings 86 11.6 33 10.7 Counterparts and Exchanges by Electronic Transmission 86 11.7 34 10.8 Governing Law; Dispute Resolution 86 11.8 Law 34 10.9 Successors and Assigns 87 11.9 34 10.10 Remedies Cumulative; Specific Performance 87 11.10 34 10.11 Waiver 87 11.11 Waiver 34 10.12 Amendments 35 10.13 Time of Jury Trial 87 11.12 Amendments 87 11.13 the Essence 35 10.14 Severability 88 11.14 35 10.15 Parties in Interest 88 11.15 No Public Announcement 88 11.16 35 10.16 Entire Agreement 88 11.17 Disclosure Schedule 88 11.18 35 10.17 Construction 89 11.19 Legal Representation 89 LIST OF EXHIBITS AND SCHEDULES 35 EXHIBITS Exhibit A - Selling Stockholders Exhibit B - Certain Definitions Exhibit B C - Director and Officer of Surviving Corporation Exhibit D - Allocation of Merger Consideration Exhibit E - Form of First Certificate of Merger Legal Opinion Exhibit C F - Form of Second Certificate of Merger Exhibit D Form of Revesting Agreement Exhibit E Form of Restrictive Covenant Agreement Exhibit F Form of Joinder Employment and Noncompetition Agreement Exhibit G - Form of Escrow Agreement Exhibit H - Form of Prospective Offeree Questionnaire Exhibit I - Form of Lock-Up Agreement Exhibit H Form of Master Parent Promissory Note Exhibit I Form of Escrow Agreement Exhibit J Form of PPP Escrow Agreement Exhibit K Form of Payment Agent Agreement Exhibit L Form of Letter of Transmittal Exhibit M Form of Warrant Letter of Transmittal Exhibit N Retention Bonus Terms Exhibit O Form of Retention Bonus Agreement Exhibit P Current Assets and Current Liabilities Exhibit Q Knowledge Individuals Exhibit R Form of RWI Policy SCHEDULES Schedule 1.3(d)(ii) Agreements to be Amended or Terminated Schedule 1.3(d)(xi) Payoff Letters Schedule 1.3(d)(xiv) Third Party Assignments, Consents and Certificates Schedule 1.3(d)(xviii) Affiliate Arrangements Schedule 1.7(d) Contingent Consideration Extension Multipliers Schedule 1.10 Terminated Warrants Schedule 4.2(b) Permitted Pre-Closing Items Schedule 4.8(a) Agreements to be Terminated Schedule 4.8(b) Agreements to be Amended Schedule 7.3 Antitrust Jurisdictions AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as of July 27May 3, 20212000, by and among LIFE360among: XXXXXXXXXX.XXX, INC., a Delaware corporation (“Parent”"Netivation"), JIOBIT XXXXXXXXXX.XXX MERGER SUB I, INCTHREE CORP., a Delaware corporation and a wholly wholly-owned Subsidiary subsidiary of Parent Netivation (“"Merger Sub I”Sub"), JIOBIT MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), JIOPINNACLE MEDSOURCE, INC., a Delaware Georgia corporation (the “Company”"Pinnacle"), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the Securityholders’ Agent stockholders of Pinnacle set forth on Exhibit A hereto (as defined in Section 11.1(a)the "Selling Stockholders"). Certain capitalized terms used in this Agreement are defined in Exhibit A.B.

Indemnification Etc. 10.1 Survival of Representations, Etc 74 Etc. 76 10.2 Indemnification 75 77 10.3 Limitations 76 78 10.4 Exclusivity of Remedy, Further Limitations and Source of Funds for Indemnification 78 No Contribution 80 10.5 Notice of Claims 79 Claim Procedures 80 10.6 Defense of Third Party Claims 79 81 10.7 Exclusive Remedy 82 10.8 Parent’s Right of Set-Off 80 10.8 Off. 83 10.9 Exercise of Remedies Other Than by Parent 81 10.9 83 10.10 Tax Treatment of Indemnity Payments 81 10.10 Release of Funds From Indemnification Escrow Fund Following the Escrow Release Date 81 83 11. MISCELLANEOUS PROVISIONS 11.1 Securityholders’ Agent 82 83 11.2 Further Assurances 84 86 11.3 Fees and Expenses 84 86 11.4 Notices 85 TABLE OF CONTENTS (continued) Page 86 11.5 Headings 86 88 11.6 Counterparts and Exchanges by Electronic Transmission 86 88 11.7 Governing Law; Dispute Resolution 86 88 11.8 Successors and Assigns 87 88 11.9 Remedies Cumulative; Specific Performance 87 89 11.10 Waiver 87 89 11.11 Waiver of Jury Trial 87 89 11.12 Amendments 87 89 11.13 Severability 88 89 11.14 Parties in Interest 88 89 11.15 No Public Announcement 88 90 11.16 Entire Agreement 88 90 11.17 Disclosure Schedule 88 90 11.18 Construction 89 90 11.19 Legal Representation 89 Privilege 91 LIST OF EXHIBITS AND SCHEDULES EXHIBITS Exhibit A Certain Definitions Exhibit B Form of First Certificate of Merger Joinder Agreement Exhibit C Form of Second Certificate of Merger Restrictive Covenant Agreement Exhibit D Form of Revesting Agreement Exhibit E Form of Restrictive Covenant Agreement Certificate of Merger Exhibit F Form of Joinder Agreement Exhibit G Form of Lock-Up Agreement Exhibit H Form of Master Parent Promissory Note Exhibit I G Form of Escrow Agreement Exhibit J Form of PPP Escrow Agreement Exhibit K Form of Payment Agent Agreement Exhibit L H Form of Letter of Transmittal Exhibit M I Form of NSO Letter of Transmittal Exhibit J Form of Warrant Letter of Transmittal Exhibit N Retention Bonus Terms Exhibit O Form of Retention Bonus Agreement Exhibit P K Current Assets and Current Liabilities Exhibit Q L Knowledge Individuals Exhibit R Form of RWI Policy SCHEDULES Schedule 1.3(d)(ii) Agreements to be Amended or Terminated Schedule 1.3(d)(xi1.3(c)(x) Payoff Letters Schedule 1.3(d)(xiv1.3(c)(xiii) Third Party Assignments, Consents and Certificates Schedule 1.3(d)(xviii1.3(c)(xv) Affiliate Arrangements Schedule 1.7(d) Contingent Consideration Extension Multipliers Schedule 1.10 Terminated Warrants Schedule 4.2(b) Permitted Pre-Closing Items Schedule 4.8(a) Agreements to be Terminated Schedule 4.8(b5.1(b)(ii) Agreements to be Amended Schedule 7.3 Antitrust Jurisdictions Consents AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of July 27November 22, 2021, by and among LIFE360, INC., a Delaware corporation (“Parent”), JIOBIT TRIUMPH MERGER SUB ISUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub ISub”), JIOBIT MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), JIOTILE, INC., a Delaware corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES FORTIS ADVISORS LLC, a Colorado Delaware limited liability company, solely in its capacity as the Securityholders’ Agent (as defined in Section 11.1(a)). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Indemnification Etc. 10.1 68 11.1 Survival of Representations, Etc 74 10.2 Etc. 68 11.2 Indemnification 75 10.3 69 11.3 Limitations 76 10.4 Exclusivity of Remedy71 11.4 No Contribution, Further Limitations and Source of Funds for Indemnification 78 10.5 Notice of Claims 79 10.6 Etc. 72 11.5 Defense of Third Party Claims 79 10.7 Parent’s Right of Set-Off 80 10.8 73 11.6 Indemnification Claim Procedure 74 11.7 Exercise of Remedies Other Than by Parent Purchaser 81 10.9 Tax Treatment of Indemnity Payments 11.8 Exclusive Remedy 81 10.10 Release of Funds From Indemnification Escrow Fund Following the Escrow Release Date 12. Miscellaneous Provisions 81 11. MISCELLANEOUS PROVISIONS 11.1 Securityholders12.1 Sellers’ Agent 82 11.2 Representative 81 12.2 Further Assurances 84 11.3 83 12.3 No Waiver Relating to Claims for Fraud 83 12.4 Fees and Expenses 83 12.5 Notices 84 11.4 Notices 12.6 Headings 85 TABLE OF CONTENTS (continued) Page 11.5 Headings 86 11.6 Counterparts 12.7 Counterparts; Execution and Exchanges Exchange by Electronic Transmission 86 11.7 Means 85 12.8 Governing Law; Dispute Resolution 86 11.8 85 12.9 Successors and Assigns 87 11.9 86 12.10 Remedies Cumulative; Specific Performance 87 11.10 86 12.11 Waiver 87 11.11 12.12 Waiver of Jury Trial 87 11.12 12.13 Amendments 87 11.13 12.14 Severability 88 11.14 87 Table of Contents (continued) Page 12.15 Parties in Interest 88 11.15 No Public Announcement 88 11.16 87 12.16 Entire Agreement 88 11.17 12.17 Disclosure Schedule 88 11.18 12.18 Conflict of Interest 88 12.19 Attorney-Client Privilege 89 12.20 Construction 89 11.19 Legal Representation 89 LIST OF EXHIBITS AND SCHEDULES EXHIBITS Exhibit Exhibits and Schedules EXHIBIT A Certain Definitions Annex 1 to Exhibit A Persons Whose Knowledge is Imputed to the Company EXHIBIT B Form of First Certificate of Merger Exhibit Escrow Agreement EXHIBIT C Form of Second Certificate of Merger Exhibit Release EXHIBIT D Form of Revesting Joinder Agreement Exhibit E Form of Restrictive Covenant Option Surrender Agreement Exhibit F Form of Joinder Agreement Exhibit G Form of Lock-Up Agreement Exhibit H Form of Master Parent Promissory Note Exhibit Annex I Form of Escrow Agreement Exhibit J Form of PPP Escrow Agreement Exhibit K Form of Payment Agent Agreement Exhibit L Form of Letter of Transmittal Exhibit M Form of Warrant Letter of Transmittal Exhibit N Retention Bonus Terms Exhibit O Form of Retention Bonus Agreement Exhibit P Current Assets and Current Liabilities Exhibit Q Knowledge Individuals Exhibit R Form of RWI Policy SCHEDULES Accounting Principles SCHEDULE 1 Key Employees Schedule 1.3(d)(ii2 Illustrative Closing Working Capital Amount SCHEDULE 1.6(c) Agreements to be Amended or Terminated Schedule 1.3(d)(xi) Payoff Letters Schedule 1.3(d)(xiv) Third Party Assignments, Consents and Certificates Schedule 1.3(d)(xviii) Affiliate Arrangements Schedule 1.7(d) Contingent Closing Consideration Extension Multipliers Schedule 1.10 Terminated Warrants Schedule 4.2(b) Permitted Pre-Closing Items Schedule 4.8(aSpreadsheet SCHEDULE 6.6(a) Agreements to be Terminated Schedule 4.8(bas of the Closing SCHEDULE 6.6(b) Securityholders Agreements to be Amended Terminate as of the Closing SCHEDULE 6.9 Payoff Letters Schedule 7.3 Antitrust Jurisdictions AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER 7.1(a)(iv) Undertakings Schedule 7.1(d) Consents and Notices SCHEDULE 8.3(b) Required Third Party Consents SCHEDULE 12.1 Specified Individuals SHARE Purchase Agreement This SHARE Purchase Agreement (this “Agreement”) is made and entered into as of July 27February 10, 2021, by and among LIFE360among: (a) Tenable Network Security Ireland Limited, INC.an Irish private company limited by shares (“Purchaser”); (b) Alsid SAS, a Delaware corporation (“Parent”)société par actions simplifiée organized under the laws of France, JIOBIT MERGER SUB Iwith a share capital of €189,221 euros, INC.having its registered office at 000 xxxxxxxxx Xxxxxxxxx, a Delaware corporation Xxxxx, France, and a wholly owned Subsidiary of Parent (“Merger Sub I”), JIOBIT MERGER SUB II, LLC, a Delaware limited liability company registered with the Paris Trade and a wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, Companies Registry under the “Merger Subs”), JIO, INC., a Delaware corporation number 820 862 340 (the “Company”); (c) each of the shareholders, the UK optionholder and SHAREHOLDER REPRESENTATIVE SERVICES warrantholders of the Company identified on the signature pages hereto or joined to this Agreement pursuant to a Joinder Agreement following exercises of Warrants and the UK Company Option during the Pre-Closing Period (collectively, the “Sellers” and each, a “Seller”); and (d) Shareholder Representative Services LLC, a Colorado limited liability company, company solely in its capacity as the SecurityholdersSellers’ Agent (as defined in Section 11.1(a))Representative. Certain capitalized terms used in this Agreement are defined in Exhibit A.