Common use of Indemnification of Directors and Officers of the Company Clause in Contracts

Indemnification of Directors and Officers of the Company. (a) From and after the Effective Time of the Merger, Watsxx xxxees to indemnify and hold harmless, and to cause the Surviving Corporation to honor its separate indemnification to, each person who is an officer or director of the Company or its Subsidiaries on the date of this Agreement (an "Indemnified Person") from and against all damages, liabilities, judgments and claims (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement) based upon or arising from his or her capacity as an officer or director of the Company or its Subsidiaries, to the same extent he or she would have been indemnified under the Articles of Incorporation or By-laws of Watsxx xx such documents were in effect on the date of this Agreement and to the extent permitted under applicable law. Subject to an Indemnified Person's obligation to refund any advances in accordance with the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred by such Indemnified Person in accordance with applicable law. (b) The rights granted to the Indemnified Persons hereby shall be contractual rights inuring to the benefit of all Indemnified Persons and shall survive this Agreement and any merger consolidation or reorganization of Watsxx. (c) The rights to indemnification granted by this Section 5.14 are subject to the following limitations: (i) amounts otherwise required to be paid by Watsxx xx an Indemnified Person pursuant to this Section 5.14 shall be reduced by any amounts that such Indemnified Person has recovered by virtue of the claim for which indemnification is sought and Watsxx xxxll be reimbursed for any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue of such claim; (ii) any claim for indemnification pursuant to this Section 5.14 must be submitted in writing to the Chief Executive Officer or Chairman of Watsxx xxxmptly upon such Indemnified Person becoming aware of such claim, provided that any such failure to advise promptly will not cause a loss of indemnity unless it has a prejudicial effect on Watsxx; xxd (iii) an Indemnified Person shall not settle any claim for which indemnification is provided herein without the prior written consent of Watsxx, xxich consent shall not be unreasonably withheld.

Indemnification of Directors and Officers of the Company. (a) From and During the period ending six years after the Effective Time (and, if applicable, for any subsequent period of time during the pendency, and through the resolution, of any D&O Indemnifiable Matter(s) initiated during such six-year period), Parent, the Final Surviving Entity and their successors shall, and Parent shall cause the Final Surviving Entity and its successors to, fulfill their obligations to the present and former members of the MergerBoard and present and former officers of the Company (such directors and officers being herein called the “Company Indemnitees”) pursuant to the terms of the Charter Documents as in effect on the Agreement Date, Watsxx xxxees the DGCL and other applicable Law and any indemnification agreements between the Company and such Company Indemnitees set forth on Section 5.5(a) of the Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Parent and the Final Surviving Entity or their successors in respect of the D&O Indemnifiable Matters (i) shall be subject to indemnify any limitation imposed by applicable Law, the terms of the Charter Documents and hold harmless, the terms of the applicable indemnification agreement and (ii) shall not be deemed to cause the Surviving Corporation to honor its separate indemnification to, each person release any Company Indemnitee who is also an officer or director of the Company or its Subsidiaries on the date of this Agreement (an "Indemnified Person") from and against all damages, liabilities, judgments and claims (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement) based upon or arising from his or her capacity as an officer or director of the Company or its Subsidiaries, obligations pursuant to the same extent he or she would have been indemnified under the Articles of Incorporation or By-laws of Watsxx xx such documents were in effect on the date of this Agreement and or any Related Agreement to the extent permitted under applicable law. Subject to an Indemnified Person's obligation to refund any advances in accordance with the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred by which such Indemnified Person in accordance with applicable lawis a party. (b) The rights granted Prior to the Indemnified Persons hereby Effective Time, the Company shall purchase and fully pay (and such purchase price shall be contractual rights inuring included in Third-Party Expenses of the Company) for (i) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage in a form reasonably acceptable to Parent that shall provide the Company Indemnitees with coverage for six years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to the benefit of all Indemnified Persons insured persons than the Company’s directors’ and officers’ liability insurance coverage presently maintained by the Company (the “D&O Tail Policy”) and (ii) an extended reporting period endorsement under the Company’s existing cyber security insurance policy (the “Cyber Tail Policy”) in a form reasonably acceptable to Parent, which shall provide coverage for three years following the Effective Time and shall survive have a scope substantially similar to the existing coverage under, and have other terms not materially less favorable to the insured persons than the terms of, the cyber security insurance coverage currently maintained by the Company. Parent shall not, and shall cause the Final Surviving Entity to not, take any action to eliminate such D&O Tail Policy or Cyber Tail Policy. The cost of any D&O Tail Policy and 50% of the Cyber Tail Policy shall be considered a Third-Party Expense for purposes of this Agreement Agreement. At or prior to the Closing, the Company shall provide a copy of the D&O Tail Policy and any merger consolidation or reorganization of Watsxxthe Cyber Tail Policy to Parent, along with written confirmation from the insurance provider that the D&O Tail Policy and Cyber Tail Policy will be bound at Closing. (c) The rights to indemnification granted by this Section 5.14 are subject to If Parent, the following limitations: Final Surviving Entity, or any of their successors or assigns (i) amounts otherwise required to consolidates with or merges into any other Person and shall not be paid by Watsxx xx an Indemnified Person pursuant to this Section 5.14 shall be reduced by any amounts that such Indemnified Person has recovered by virtue of the claim for which indemnification is sought and Watsxx xxxll be reimbursed for any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue continuing or surviving company or entity of such claim; consolidation or merger, (ii) transfers or conveys all or substantially all of their assets to any claim for indemnification pursuant to this Section 5.14 must be submitted in writing to the Chief Executive Officer Person or Chairman of Watsxx xxxmptly upon such Indemnified Person becoming aware of such claim, provided that any such failure to advise promptly will not cause a loss of indemnity unless it has a prejudicial effect on Watsxx; xxd (iii) an Indemnified Person ceases to exist for any reason, then, in each such case, to the extent necessary, Parent shall not settle any claim for which indemnification is provided herein without cause the prior written consent proper provision to be made so that the successors and assigns of WatsxxParent or the Final Surviving Entity, xxich consent as the case may be, shall assume the obligations set forth in this Section 5.5. (d) Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 5.5 shall not be unreasonably withheldterminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.5 applies without the consent of such affected Company Indemnitee, it being understood and agreed that the Company Indemnitees are intended to be express third-party beneficiaries of this Agreement with rights of enforcement.

Indemnification of Directors and Officers of the Company. (a) From and During the period ending six (6) years after the Effective Time Time, the Surviving Entity shall, and Buyer shall cause the Surviving Entity to, and Buyer and the Surviving Entity shall cause the Subsidiaries of the Company to, fulfill their obligations to (including any obligations to indemnify and provide reimbursement of expenses with respect to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger, Watsxx xxxees to indemnify and hold harmless, and to cause the Surviving Corporation to honor its separate indemnification to, )) each person Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer officer, director or manager of any of the Company or any of its Subsidiaries (such directors, managers and officers being herein called the “Company Indemnitees”), pursuant to the terms of the Charter Documents as in effect on the Agreement Date and any indemnification agreements (the “D&O Indemnification Agreements”) between the Company or any of its Subsidiaries and such Company Indemnitees set forth on Section 6.4(a) of the Company Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Buyer and Surviving Entity or their respective successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents or the terms of the applicable indemnification agreement and (ii) shall not be deemed to release Company Indemnitee who is also an officer, manager or director of the Company or any of its Subsidiaries on the date of this Agreement (an "Indemnified Person") from and against all damages, liabilities, judgments and claims (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement) based upon or arising from his or her capacity as an officer obligations pursuant to this Agreement or director any Related Agreement. For a period of six (6) years after the Closing and at all times subject to applicable Law, Buyer shall not (and shall not cause or permit any Acquired Company or any of Buyer’s other Subsidiaries or Affiliates to) amend or modify in any way adverse to the Company Indemnitees, or its Subsidiaries, to the same extent he beneficiaries thereof, the exculpation and indemnification provisions set forth in the Charter Documents or she would have been indemnified under the Articles of Incorporation or By-laws of Watsxx xx such documents were in effect on the date of this Agreement and to the extent permitted under applicable law. Subject to an Indemnified Person's obligation to refund any advances in accordance with the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred by such Indemnified Person in accordance with applicable lawD&O Indemnification Agreements. (b) The rights granted Prior to or at the Effective Time, the Company shall purchase and fully pay for (and such purchase price shall be included in Third Party Expenses of the Company to the Indemnified Persons hereby shall be contractual rights inuring extent not paid prior to the benefit Closing) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage that shall provide the Company Indemnitees with coverage for six (6) years following the Effective Time of all Indemnified Persons not less than the existing coverage and shall survive this Agreement and any merger consolidation or reorganization of Watsxx. (c) The rights to indemnification granted by this Section 5.14 are subject have other terms not materially less favorable to the insured persons than the Company’s directors’ and officers’ liability insurance coverage presently maintained by the Company (the “D&O Tail Policy”). Buyer shall not, and following limitations: (i) amounts the Closing shall cause the Surviving Entity and its Subsidiaries to not, take any action to eliminate, terminate, cancel or amend or otherwise required to be paid by Watsxx xx an Indemnified Person pursuant to this Section 5.14 shall be reduced by any amounts that modify such Indemnified Person has recovered by virtue of the claim for which indemnification is sought and Watsxx xxxll be reimbursed for any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue of such claim; (ii) any claim for indemnification pursuant to this Section 5.14 must be submitted in writing to the Chief Executive Officer or Chairman of Watsxx xxxmptly upon such Indemnified Person becoming aware of such claim, provided that any such failure to advise promptly will not cause a loss of indemnity unless it has a prejudicial effect on Watsxx; xxd (iii) an Indemnified Person shall not settle any claim for which indemnification is provided herein without the prior written consent of Watsxx, xxich consent shall not be unreasonably withheldD&O Tail Policy.

Indemnification of Directors and Officers of the Company. (a) From and During the period ending six (6) years after the Effective Time Time, the Surviving Entity or its successor shall, or Parent shall cause the Surviving Entity or its successor to, fulfill their obligations with respect to indemnification, advancement of expenses and exculpation to each Person who is now, or has been at any time prior to the Closing Date, a member of the MergerBoard, Watsxx xxxees manager or officer of the Company and each of its Subsidiaries (such directors, managers and officers being herein called the “Company Indemnitees”) pursuant to the terms of the Charter Documents as in effect on the Agreement Date and any indemnification agreements between the Company or any of its Subsidiaries and such Company Indemnitees set forth on Section 5.3(a) of the Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”), and the Surviving Entity or its successor shall, or Parent shall cause the Surviving Entity or its successor to, indemnify and hold harmless, and provide advancement of expenses to cause all such Company Indemnitees in accordance with the terms thereof. Notwithstanding the foregoing, the obligations of Parent and the Surviving Corporation Entity or their respective successors in respect of the D&O Indemnifiable Matters (i) shall be subject to honor its separate any limitation imposed by applicable Law, the terms of the Charter Documents or the terms of the applicable indemnification toagreement, each person and (ii) shall not be deemed to release any Company Indemnitee who is also an officer officer, manager or director of the Company or any of its Subsidiaries on the date of this Agreement (an "Indemnified Person") from and against all damages, liabilities, judgments and claims (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement) based upon or arising from his or her capacity as an officer or director of the Company or its Subsidiaries, obligations pursuant to the same extent he or she would have been indemnified under the Articles of Incorporation or By-laws of Watsxx xx such documents were in effect on the date of this Agreement and to the extent permitted under applicable law. Subject to an Indemnified Person's obligation to refund or any advances in accordance with the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred by such Indemnified Person in accordance with applicable lawRelated Agreement. (b) The rights granted to Notwithstanding any other provisions hereof, the Indemnified Persons hereby obligations of Parent and the Surviving Entity contained in this Section 5.3 shall be contractual rights inuring binding upon the successors and assigns of Parent and the Surviving Entity. In the event Parent or the Surviving Entity, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person, or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the benefit successors and assigns of all Indemnified Persons Parent and shall survive the Surviving Entity, as the case may be, assume the obligations set forth in this Agreement and any merger consolidation or reorganization of WatsxxSection 5.3. (c) The rights Notwithstanding anything in this Agreement to indemnification granted by the contrary, the obligations under this Section 5.14 are subject to the following limitations: (i) amounts otherwise required to be paid by Watsxx xx an Indemnified Person pursuant to this Section 5.14 shall be reduced by any amounts that such Indemnified Person has recovered by virtue of the claim for which indemnification is sought and Watsxx xxxll be reimbursed for any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue of such claim; (ii) any claim for indemnification pursuant to this Section 5.14 must be submitted in writing to the Chief Executive Officer or Chairman of Watsxx xxxmptly upon such Indemnified Person becoming aware of such claim, provided that any such failure to advise promptly will not cause a loss of indemnity unless it has a prejudicial effect on Watsxx; xxd (iii) an Indemnified Person shall not settle any claim for which indemnification is provided herein without the prior written consent of Watsxx, xxich consent 5.3 shall not be unreasonably withheldterminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.3 applies without the consent of such affected Company Indemnitee, it being understood and agreed that the Company Indemnitees are intended to be express third party beneficiaries of this Agreement. The rights of the Company Indemnitees (and other persons who are beneficiaries under the D&O Tail Policy) under this Section 5.3 shall be in addition to, and not in substitution for, any other rights that such Persons may have under applicable Law, the Charter Documents as in effect on the Agreement Date and any indemnification agreements between the Company or any of its Subsidiaries and such Company Indemnitees.

Indemnification of Directors and Officers of the Company. (a) From and after Closing, the Effective Time of the Merger, Watsxx xxxees to indemnify and hold harmlessSurviving Corporation shall not, and to Parent shall cause the Surviving Corporation or its respective successors or assigns not to honor amend, repeal or otherwise modify the Charter Documents of the Company as in effect at the Closing in any manner that would adversely affect the rights thereunder of individuals who, at the Closing, were directors, officers, managers, employees, or holders of equity interests of the Company. From and after the Effective Time until the expiration of the applicable statute of limitations with respect to any underlying claims, Parent shall assume, be liable for and honor, guaranty and stand surety for, and shall cause the Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 4.5. (b) During the period ending six (6) years after the Effective Time, the Surviving Corporation or its separate indemnification respective successors shall, or Parent shall cause the Surviving Corporation or their respective successors (each, a “D&O Indemnifying Party”) to, to the same extent provided in the terms of the Charter Documents as in effect on the Agreement Date and any indemnification agreements between the Company and such Company Indemnitees (as defined below) set forth on Section 4.5(a) of the Disclosure Schedule, indemnify and hold harmless (and release from any liability to Parent or the Company) the present and former managers, directors and officers of the Company (such managers, directors and officers being herein called the “Company Indemnitees”), against all D&O Expenses (as defined below), losses, liabilities, claims, damages, judgments or amounts paid in settlement (collectively, “D&O Costs”) in respect of any threatened, pending or completed claim or action, whether criminal, civil, administrative or investigative, based on, arising out of or relating to the fact that such Person is or was a D&O Indemnified Party arising out of acts or omissions occurring at or prior to the Closing (a “D&O Indemnifiable Claim”) and advance to such D&O Indemnifying Party all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor. For the purposes of this Section 4.5, “D&O Expenses” means attorneys’ fees and all other documented costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, but shall exclude losses, judgments and amounts paid in settlement (which items are included in the definition of D&O Costs). The Surviving Corporation or its respective successors shall, or Parent shall cause the Surviving Corporation or their respective successors to fulfill their obligations, pursuant to the terms of the Charter Documents as in effect on the Agreement Date and any indemnification agreements between the Company and such Company Indemnitees set forth on Section 4.5(a) of the Disclosure Schedule. From and after the Closing, Parent shall assume, be liable for and honor, guaranty and stand surety for, and shall cause the Company to honor, in accordance with their respective terms, each person of the covenants contained in this Section 4.5. Notwithstanding the foregoing, the obligations of Parent and the Surviving Corporation or their respective successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents and/or the terms of the applicable indemnification agreement and (ii) shall not be deemed to release any Company Indemnitee who is also an officer or director of the Company or its Subsidiaries on the date of this Agreement (an "Indemnified Person") from and against all damages, liabilities, judgments and claims (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement) based upon or arising from his or her capacity as an officer or director of the Company or its Subsidiaries, obligations pursuant to the same extent he or she would have been indemnified under the Articles of Incorporation or By-laws of Watsxx xx such documents were in effect on the date of this Agreement and to the extent permitted under applicable lawor any Related Agreement. Subject to an Indemnified Person's obligation to refund any advances in accordance with the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred Certain information has been excluded from this agreement (indicated by “[***]”) because such Indemnified Person in accordance with applicable law. (b) The rights granted to the Indemnified Persons hereby shall be contractual rights inuring to the benefit of all Indemnified Persons and shall survive this Agreement and any merger consolidation or reorganization of Watsxx. (c) The rights to indemnification granted by this Section 5.14 are subject to the following limitations: information (i) amounts otherwise required to be paid by Watsxx xx an Indemnified Person pursuant to this Section 5.14 shall be reduced by any amounts that such Indemnified Person has recovered by virtue of the claim for which indemnification is sought not material and Watsxx xxxll be reimbursed for any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue of such claim; (ii) any claim for indemnification pursuant to this Section 5.14 must would be submitted in writing to the Chief Executive Officer or Chairman of Watsxx xxxmptly upon such Indemnified Person becoming aware of such claim, provided that any such failure to advise promptly will not cause a loss of indemnity unless it has a prejudicial effect on Watsxx; xxd (iii) an Indemnified Person shall not settle any claim for which indemnification is provided herein without the prior written consent of Watsxx, xxich consent shall not be unreasonably withheldcompetitively harmful if publicly disclosed.

Indemnification of Directors and Officers of the Company. (a) From and During the period ending six (6) years after the Effective Time (and, if applicable, for any subsequent period of time during the Merger, Watsxx xxxees to indemnify and hold harmlesspendency, and to through the resolution, of any D&O Indemnifiable Matter(s) initiated during such six-year period), the Surviving Corporation, the Surviving Entity or their respective successors shall, and Parent shall cause the Surviving Corporation to honor its separate indemnification Corporation, the Surviving Entity or their respective successors to, each person fulfill their obligations to the present and former members of the Board and present and former officers of the Company (such directors and officers being herein called the “Company Indemnitees”) pursuant to the terms of the Charter Documents as in effect on the Agreement Date and any indemnification agreements between the Company and such Company Indemnitees set forth on Section 4.5(a) of the Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Parent and the Surviving Corporation, the Surviving Entity or their respective successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents and/or the terms of the applicable indemnification agreement and (ii) shall not be deemed to release any Company Indemnitee who is also an officer or director of the Company or its Subsidiaries on the date of this Agreement (an "Indemnified Person") from and against all damages, liabilities, judgments and claims (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement) based upon or arising from his or her capacity as an officer or director of the Company or its Subsidiaries, obligations pursuant to the same extent he or she would have been indemnified under the Articles of Incorporation or By-laws of Watsxx xx such documents were in effect on the date of this Agreement and or any Related Agreement to the extent permitted under applicable law. Subject to an Indemnified Person's obligation to refund any advances in accordance with the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred by which such Indemnified Person in accordance with applicable lawis a party. (b) The rights granted Prior to the Indemnified Persons hereby Effective Time, the Company shall purchase and fully pay (and such purchase price shall be contractual rights inuring included in Third Party Expenses of the Company) for an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage in a form reasonably acceptable to Parent that shall provide the Company Indemnitees with coverage for six (6) years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to the benefit of all Indemnified Persons insured persons than the Company’s directors’ and officers’ liability insurance coverage presently maintained by the Company (the “D&O Tail Policy”). Parent shall not, and shall survive cause the Surviving Corporation and the Surviving Entity to not, take any action to eliminate such D&O Tail Policy. The cost of any D&O Tail Policy shall be considered a Third Party Expense for purposes of this Agreement and any merger consolidation Agreement. At or reorganization prior to the Closing, the Company shall provide a copy of Watsxxthe D&O Tail Policy to Parent, along with written confirmation from the insurance provider that the D&O Tail Policy will be bound at Closing. (c) The rights Notwithstanding anything in this Agreement to indemnification granted by the contrary, the obligations under this Section 5.14 are subject to the following limitations: (i) amounts otherwise required to be paid by Watsxx xx an Indemnified Person pursuant to this Section 5.14 shall be reduced by any amounts that such Indemnified Person has recovered by virtue of the claim for which indemnification is sought and Watsxx xxxll be reimbursed for any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue of such claim; (ii) any claim for indemnification pursuant to this Section 5.14 must be submitted in writing to the Chief Executive Officer or Chairman of Watsxx xxxmptly upon such Indemnified Person becoming aware of such claim, provided that any such failure to advise promptly will not cause a loss of indemnity unless it has a prejudicial effect on Watsxx; xxd (iii) an Indemnified Person shall not settle any claim for which indemnification is provided herein without the prior written consent of Watsxx, xxich consent 4.5 shall not be unreasonably withheldterminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 4.5 applies without the consent of such affected Company Indemnitee, it being understood and agreed that the Company Indemnitees are intended to be express third party beneficiaries of this Agreement with rights of enforcement.

Indemnification of Directors and Officers of the Company. (a) From and after the Effective Time of the Merger, Watsxx xxxees to indemnify and hold harmlessBuyer shall not, and IPG agrees to cause the Surviving Corporation to honor its separate indemnification preclude Buyer from taking any action to, each person who is an officer or director of the Company or its Subsidiaries on the date of this Agreement (an "Indemnified Person") from and against all damages, liabilities, judgments and claims (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement) based upon or arising from his or her capacity as an officer or director of the Company or its Subsidiaries, cause STC Tape to approve any amendment to the same extent he or she would have been indemnified under the Articles Certificate of Incorporation or By-laws of Watsxx xx such documents were in effect the Company existing on the date hereof (provided no amendment has been made to either thereof since August 15, 1997 altering the indemnification provisions contained therein) which amendment would have the effect of this Agreement and reducing or limiting, in any manner whatsoever, the indemnification rights (including without limitation, any rights to advancement of expenses) of those individuals who are serving as directors or officers of the extent permitted under applicable law. Subject to an Indemnified Person's obligation to refund Company on the date hereof, or who have served in such capacities at any advances in accordance with time during the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred by such Indemnified Person in accordance with applicable lawpreceding three years. (b) The In the event IPG, Buyer or any of their respective successors or assigns (i) causes the Company to reorganize or consolidate with or merge into or enter into another business combination transaction with any other Person where the Company is not the resulting, continuing or surviving corporation or entity of such consolidation, merger or transaction, or (ii) causes the Company to liquidate, dissolve or transfer all or substantially all of its properties and assets to any other Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company continue, or cause to be continued, the indemnification rights granted provided to the Indemnified Persons hereby shall be contractual rights inuring to directors and officers of the benefit of all Indemnified Persons and shall survive this Agreement and any merger consolidation or reorganization of WatsxxCompany as described in (a) above. (c) The rights IPG shall cause the directors' and officers' insurance coverage of IPG to indemnification granted by this Section 5.14 are subject be amended, immediately upon Closing, to include STC Tape and the Company, thereby providing the same coverage to directors and officers of STC Tape and the Company as is made available to the following limitations: other U.S. employees of subsidiary companies of IPG. A summary description of such insurance coverage has been delivered by IPG to Seller. (id) amounts otherwise required IPG agrees to be paid by Watsxx xx an Indemnified Person pursuant to this Section 5.14 promptly advance legal expenses (which expenses shall be reduced by any amounts that such Indemnified Person has recovered by virtue reasonable) to each of the claim for which indemnification is sought and Watsxx xxxll be reimbursed for Eight Key Employees in connection with the defense of any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue action asserted against any of such claim; (ii) any claim Eight Key Employees in his or her capacity as such for indemnification pursuant to this Section 5.14 must be submitted in writing actions or inactions prior to the Chief Executive Officer or Chairman of Watsxx xxxmptly upon such Indemnified Person becoming aware of such claimClosing, provided that the Company shall have declined to assume the defense of any such failure action or shall have been precluded from assuming the defense of any such action because of a conflict of interests, and further provided that the Company shall have agreed to advise promptly will not cause a loss the officer's or director's selection of indemnity unless it has a prejudicial effect on Watsxx; xxd (iii) an Indemnified Person shall not settle any claim for counsel, which indemnification is provided herein without the prior written consent of Watsxx, xxich consent agreement shall not be unreasonably withheld.

Indemnification of Directors and Officers of the Company. Parent and Surviving Corporation agree that all rights to indemnification or exculpation now existing in favor of the employee, agents, directors or officers of the Company (athe “Company Indemnified Parties”) From as provided in the Company Certificate of Incorporation and Company By-Laws shall be included in the Surviving Company’s Certificate of Incorporation and by-laws, except as otherwise prohibited by applicable Law, and shall, together with any and all indemnification agreements between the Company and any Company Indemnified Parties in existence on the date hereof, continue in full force and effect for any claims relating to any act or omission occurring prior to the Effective Time for a period of six (6) years from and after the Effective Time Closing Date, assuming the consummation of the Merger; provided, Watsxx xxxees however, that, in the event any claim or claims are asserted or made within such six-year period, all rights to indemnify and hold harmless, and to indemnification or exculpation in respect of any such claim or claims shall continue until disposition of any all such claims; provided further that Parent will cause the Surviving Corporation Company to fulfill and honor the obligations of the Surviving Company under this Section 4.14. Any determination required to be made with respect to whether a Company Indemnified Party’s conduct complies with the standards set forth in the Surviving Company’s Certificate of Incorporation and by-laws or otherwise shall be made by independent counsel selected by the Surviving Company reasonably satisfactory to the Company Indemnified Party (or in the case of such indemnification agreements “Independent Counsel” (as such term is defined therein)) (“Independent Counsel”). Such Independent Counsel’s determination shall be final and binding on Parent, the Surviving Company and the Company Indemnified Party, and the fees and expenses of such Independent Counsel shall be paid by the Surviving Company. Prior to the Closing, the Company shall purchase, at its separate indemnification tosole cost and expense, each person who is an officer or director a fully prepaid “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy, which contains coverage terms comparable to those applicable to the current directors and officers of the Company or its Subsidiaries on (the date of this Agreement (an "Indemnified Person") from and against all damages“Company D&O Tail Policy”). If the Merger is consummated, liabilities, judgments and claims (and related expenses including, but then Parent will not limited to, attorney's fees and amounts paid in settlement) based upon or arising from his or her capacity as an officer or director of cancel the Company or D&O Tail Policy during its Subsidiaries, to term and will reasonably cooperate with any covered persons in making claims for coverage against the same extent he or she would have been indemnified under the Articles of Incorporation or By-laws of Watsxx xx such documents were insurer thereunder. Nothing in effect on the date of this Agreement and to the extent permitted under applicable law. Subject to an Indemnified Person's obligation to refund any advances in accordance with the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred by such Indemnified Person in accordance with applicable law. (b) The rights granted to the Indemnified Persons hereby Section 4.14 shall be contractual rights inuring construed to the benefit of all Indemnified Persons and shall survive this Agreement and limit any merger consolidation or reorganization of Watsxx. (c) The rights right that Parent would otherwise have to obtain indemnification granted by this Section 5.14 are subject to the following limitations: (i) amounts otherwise required to be paid by Watsxx xx an Indemnified Person pursuant to this Section 5.14 shall be reduced by Article 6 in connection with any amounts that such Indemnified Person has recovered by virtue of the claim for which indemnification is sought and Watsxx xxxll be reimbursed for any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue of such claim; (ii) matter underlying any claim for indemnification pursuant to by any of the Company Indemnified Parties. The provisions of this Section 5.14 must 4.14 are intended to be submitted in writing to for the Chief Executive Officer or Chairman benefit of, and shall be enforceable by, each of Watsxx xxxmptly upon such the Company Indemnified Person becoming aware of such claim, provided that any such failure to advise promptly will not cause a loss of indemnity unless it has a prejudicial effect on Watsxx; xxd (iii) an Indemnified Person shall not settle any claim for which indemnification is provided herein without the prior written consent of Watsxx, xxich consent shall not be unreasonably withheldParties.

Indemnification of Directors and Officers of the Company. (a) From and During the period ending six (6) years after the Effective Time of Time, the MergerSurviving Corporation or its respective successors shall, Watsxx xxxees to indemnify and hold harmless, and to or Parent shall cause the Surviving Corporation to honor its separate indemnification or their respective successors to, fulfill their obligations to the present and former members of the Board, present and former managers and present and former officers of the Company and each person of its Subsidiaries (such directors, managers and officers being herein called the “Company Indemnitees”) pursuant to the terms of the Charter Documents as in effect on the Agreement Date and any indemnification agreements between the Company or any of its Subsidiaries and such Company Indemnitees set forth on Section 5.4(a) of the Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Parent and the Surviving Corporation or their respective successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents or the terms of the applicable indemnification agreement and (ii) shall not be deemed to release any Company Indemnitee who is also an officer officer, manager or director of the Company or any of its Subsidiaries on the date of this Agreement (an "Indemnified Person") from and against all damages, liabilities, judgments and claims (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement) based upon or arising from his or her capacity as an officer or director of the Company or its Subsidiaries, obligations pursuant to the same extent he or she would have been indemnified under the Articles of Incorporation or By-laws of Watsxx xx such documents were in effect on the date of this Agreement and to the extent permitted under applicable law. Subject to an Indemnified Person's obligation to refund or any advances in accordance with the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred by such Indemnified Person in accordance with applicable lawRelated Agreement. (b) The rights granted Prior to the Indemnified Persons hereby Effective Time, the Company shall purchase and fully pay (and such purchase price shall be contractual rights inuring included in the Closing Transaction Expense Amount) for an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage in a {N4442029.10} 255288355 v23 form reasonably acceptable to Parent that shall provide the Company Indemnitees with coverage for six (6) years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to the benefit of all Indemnified Persons insured persons than the Company’s directors’ and officers’ liability insurance coverage presently maintained by the Company (the “D&O Tail Policy”). Parent shall not, and shall survive cause the Surviving Corporation to not, take any action to eliminate such D&O Tail Policy. The cost of any D&O Tail Policy shall be considered a Transaction Expense for purposes of this Agreement and any merger consolidation Agreement. At or reorganization prior to the Closing, the Company shall provide a copy of Watsxxthe D&O Tail Policy to Parent, along with written confirmation from the insurance provider that the D&O Tail Policy will be bound at Closing. (c) The rights Notwithstanding anything in this Agreement to indemnification granted by the contrary, the obligations under this Section 5.14 are subject to the following limitations: (i) amounts otherwise required to be paid by Watsxx xx an Indemnified Person pursuant to this Section 5.14 shall be reduced by any amounts that such Indemnified Person has recovered by virtue of the claim for which indemnification is sought and Watsxx xxxll be reimbursed for any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue of such claim; (ii) any claim for indemnification pursuant to this Section 5.14 must be submitted in writing to the Chief Executive Officer or Chairman of Watsxx xxxmptly upon such Indemnified Person becoming aware of such claim, provided that any such failure to advise promptly will not cause a loss of indemnity unless it has a prejudicial effect on Watsxx; xxd (iii) an Indemnified Person shall not settle any claim for which indemnification is provided herein without the prior written consent of Watsxx, xxich consent 5.4 shall not be unreasonably withheldterminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.4 applies without the consent of such affected Company Indemnitee, it being understood and agreed that the Company Indemnitees are intended to be express third party beneficiaries of this Agreement with rights of enforcement.

Indemnification of Directors and Officers of the Company. (a) From and For six (6) years after the Effective Time of Closing, the Merger, Watsxx xxxees to indemnify Acquiror will fulfill and hold harmlesshonor, and to will cause the Surviving Corporation Company to honor its separate indemnification tofulfill and honor, each person who is an officer or director in all respects, the obligations of the Company or its Subsidiaries on the date of this Agreement (an "Indemnified Person") from and against all damagesCompany, liabilities, judgments and claims (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement) based upon or arising from his or her capacity as an officer or director of the Company or its Subsidiaries, to the same extent he or she would have been indemnified under the Articles of Incorporation or By-laws of Watsxx xx such documents were in effect on the date of this Agreement and Date, pursuant to the extent permitted indemnification and advancement provisions of the Company’s certificate of incorporation and bylaws in effect as of the Agreement Date and the obligations of the Company pursuant to any indemnification agreements among the Company and the current and former directors and officers of the Company (the “D&O Indemnified Persons”) that are in effect as of the Agreement Date (and such provisions shall be set forth in the limited liability company agreement of the Surviving Company), with respect to claims arising out of matters existing or occurring at or prior to the Closing and which are asserted after the Closing. Any claims for indemnification made under applicable law. Subject this ‎Section 5.11 on or prior to an Indemnified Person's obligation to refund any advances in accordance with the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred by sixth (6th) anniversary of the Closing shall survive such Indemnified Person in accordance with applicable lawanniversary until the resolution thereof. (b) The rights granted In connection with the Closing, the Company shall, at its own expense, purchase a six (6)-year directors’ and officers’ “tail” insurance policy, in the coverage and amounts, and on the terms and conditions, of the current policies of directors’ and officers’ liability (and fiduciary) insurance maintained by or on behalf of the Company as of the Agreement Date (the “D&O Tail”), that provides coverage for acts or omissions of the D&O Indemnified Persons occurring at or prior to the Indemnified Persons hereby Closing. The premium for the D&O Tail shall be contractual rights inuring to paid at the benefit of all Indemnified Persons Closing. From and after the Closing, the Acquiror shall (and shall survive this Agreement cause the Surviving Company and any merger consolidation other Subsidiaries to) not cancel (or reorganization permit to be cancelled) or take (or cause to be taken) any action or omission that would reasonably be expected to result in the cancellation of Watsxxthe D&O Tail. (c) The rights This ‎Section 5.11 is intended to indemnification granted by this Section 5.14 are subject to be for the following limitations: benefit of, and shall be enforceable by, the D&O Indemnified Persons and their heirs and personal Representatives and shall be binding on the Acquiror and the Surviving Company and their successors and assigns. (d) If the Acquiror, the Surviving Company or any of their successors or assigns (i) amounts otherwise required consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of their assets to be paid by Watsxx xx an Indemnified Person pursuant any Person, then, and in each such case, to this Section 5.14 the extent necessary, proper provision shall be reduced by any amounts made so that the successors and assigns of the Acquiror or the Surviving Company, as the case may be, shall assume the obligations (in writing and in connection with the closing of such Indemnified Person has recovered applicable transaction) set forth in this ‎Section 5.11. Without limiting the foregoing, by virtue of the claim for which execution of this Agreement, the Surviving Company expressly assumes, and agrees to be bound by the terms of, all indemnification is sought agreements among the Company and Watsxx xxxll be reimbursed for any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue the current and former directors and officers of such claim; (ii) any claim for indemnification pursuant to this Section 5.14 must be submitted the Company that are in writing to effect as of the Chief Executive Officer or Chairman of Watsxx xxxmptly upon such Indemnified Person becoming aware of such claim, provided that any such failure to advise promptly will not cause a loss of indemnity unless it has a prejudicial effect on Watsxx; xxd (iii) an Indemnified Person shall not settle any claim for which indemnification is provided herein without the prior written consent of Watsxx, xxich consent shall not be unreasonably withheldAgreement Date.

Indemnification of Directors and Officers of the Company. (a) From and During the period ending six years after the Effective Time Closing Date, the Company shall, and Purchaser shall cause the Company to, fulfill their obligations to the present and former members of the MergerCompany Board (or equivalent governing body of any other member of the Company Group) and present and former officers of any member of the Company Group (such directors and officers being herein called the “Company Indemnitees”) pursuant to the terms of each member of the Company Group’s Governing Documents as in effect on the Agreement Date and other applicable Law and any indemnification agreements between any member of the Company Group and such Company Indemnitees set forth on Section 8.4(a) of the Disclosure Schedule (such obligations, Watsxx xxxees collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Purchaser and the Company Group or its successors in respect of the D&O Indemnifiable Matters (i) shall be subject to indemnify any limitation imposed by applicable Law, the terms of the Governing Documents and/or the terms of the applicable indemnification agreement and hold harmless, and (ii) shall not be deemed to cause the Surviving Corporation to honor its separate indemnification to, each person release any Company Indemnitee who is also an officer or director of any member of the Company or its Subsidiaries on the date of this Agreement (an "Indemnified Person") from and against all damages, liabilities, judgments and claims (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement) based upon or arising Group from his or her capacity as an officer or director of the Company or its Subsidiaries, obligations pursuant to the same extent he or she would have been indemnified under the Articles of Incorporation or By-laws of Watsxx xx such documents were in effect on the date of this Agreement and or any Transaction Document to the extent permitted under applicable law. Subject to an Indemnified Person's obligation to refund any advances in accordance with the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred by which such Indemnified Person in accordance with applicable lawis a party. (b) The rights granted Prior to the Indemnified Persons hereby Closing Date, the Company shall purchase and fully pay (and such purchase price shall be contractual rights inuring to the benefit of all Indemnified Persons and shall survive this Agreement and any merger consolidation or reorganization of Watsxx. (cincluded in Closing Transaction Expenses) The rights to indemnification granted by this Section 5.14 are subject to the following limitations: for (i) amounts a tail policy under the Company’s existing directors’ and officers’ liability insurance coverage or otherwise required in a form reasonably acceptable to be paid Purchaser that shall provide the Company Indemnitees with coverage for six years following the Closing Date of not less than the existing coverage and have other terms not materially less favorable to the insured persons than the Company’s directors’ and officers’ liability insurance coverage presently maintained by Watsxx xx an Indemnified Person pursuant the Company (the “D&O Tail Policy”). After the Closing Date, the Purchaser shall not, and shall cause the Company to this Section 5.14 not, take any action to eliminate such D&O Tail Policy. At or prior to the Closing, the Company shall be reduced by any amounts that such Indemnified Person has recovered by virtue provide a copy of the claim for which indemnification is sought and Watsxx xxxll D&O Tail Policy to Purchaser, along with written confirmation from the insurance provider that the D&O Tail Policy will be reimbursed for any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue of such claim; (ii) any claim for indemnification pursuant to this Section 5.14 must be submitted in writing to the Chief Executive Officer or Chairman of Watsxx xxxmptly upon such Indemnified Person becoming aware of such claim, provided that any such failure to advise promptly will not cause a loss of indemnity unless it has a prejudicial effect on Watsxx; xxd (iii) an Indemnified Person shall not settle any claim for which indemnification is provided herein without the prior written consent of Watsxx, xxich consent shall not be unreasonably withheldbound at Closing.

Indemnification of Directors and Officers of the Company. (a) From During the period commencing on the Closing Date and ending six (6) years after the Effective Time of Time, the Merger, Watsxx xxxees to indemnify Surviving Corporation and hold harmlessits successors shall, and to Parent and Midco shall cause the Surviving Corporation to honor and its separate indemnification successors to, fulfill their obligations to the present and former members of the Company Board, present and former managers and present and former officers of the Company and each person of its Subsidiaries (such directors, managers and officers being herein called the “Company Indemnitees”) pursuant to the terms of the Organizational Documents as in effect on the Agreement Date and any indemnification agreements between the Company or any of its Subsidiaries and such Company Indemnitees set forth on Section 5.4(a) of the Company Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Parent, Midco and the Surviving Corporation or its successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Organizational Documents and/or the terms of the applicable indemnification agreement and (ii) shall not be deemed to release any Company Indemnitee who is also an officer officer, manager or director of the Company or any of its Subsidiaries on the date of this Agreement (an "Indemnified Person") from and against all damages, liabilities, judgments and claims (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement) based upon or arising from his or her capacity as an officer or director of the Company or its Subsidiaries, obligations pursuant to the same extent he or she would have been indemnified under the Articles of Incorporation or By-laws of Watsxx xx such documents were in effect on the date of this Agreement and or any Related Agreement to the extent permitted under applicable law. Subject to an Indemnified Person's obligation to refund any advances in accordance with the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred by which such Indemnified Person in accordance with applicable lawis a party. (b) The rights granted Prior to the Indemnified Persons hereby Effective Time, the Company shall purchase and fully pay for an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage in a form reasonably acceptable to Parent and Midco that shall provide the Company Indemnitees with coverage for six (6) years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to the Company Indemnitees than the Company’s directors’ and officers’ liability insurance coverage presently maintained by the Company (the “D&O Tail Policy”), which shall provide coverage for six (6) years following the Effective Time and shall have a scope substantially similar to the existing coverage under, and have other terms not materially less favorable to the insured persons than the terms of, the cyber security insurance coverage currently maintained by the Company. Neither Parent nor Midco shall, and shall cause the Surviving Corporation to not, take any action to eliminate such D&O Tail Policy. The cost of any D&O Tail Policy shall be contractual rights inuring considered a Third Party Expense for purposes of this Agreement. At or prior to the benefit Closing, the Company shall provide a copy of all Indemnified Persons and shall survive this Agreement and any merger consolidation or reorganization of Watsxxthe D&O Tail Policy to Parent, along with written confirmation from the insurance provider that the D&O Tail Policy will be bound at Closing. (c) The rights Notwithstanding anything in this Agreement to indemnification granted by the contrary, the obligations under this Section 5.14 are subject to the following limitations: (i) amounts otherwise required to be paid by Watsxx xx an Indemnified Person pursuant to this Section 5.14 shall be reduced by any amounts that such Indemnified Person has recovered by virtue of the claim for which indemnification is sought and Watsxx xxxll be reimbursed for any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue of such claim; (ii) any claim for indemnification pursuant to this Section 5.14 must be submitted in writing to the Chief Executive Officer or Chairman of Watsxx xxxmptly upon such Indemnified Person becoming aware of such claim, provided that any such failure to advise promptly will not cause a loss of indemnity unless it has a prejudicial effect on Watsxx; xxd (iii) an Indemnified Person shall not settle any claim for which indemnification is provided herein without the prior written consent of Watsxx, xxich consent 5.4 shall not be unreasonably withheldterminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.4 applies without the consent of such affected Company Indemnitee, it being understood and agreed that the Company Indemnitees are intended to be express third party beneficiaries of this Agreement.

Indemnification of Directors and Officers of the Company. (a) From and During the period ending six (6) years after the Effective Time (and, if applicable, for any subsequent period of time during the Merger, Watsxx xxxees to indemnify and hold harmlesspendency, and to through the resolution, of any D&O Indemnifiable Matter(s) initiated during such six-year period), the Surviving Corporation and its successors shall, and Parent shall cause the Surviving Corporation to honor and its separate indemnification successors to, each person fulfill their obligations to the present and former members of the Board and present and former officers of the Company (such directors and officers being herein called the “Company Indemnitees”) pursuant to the terms of the Charter Documents as in effect on the Agreement Date, the DGCL and other applicable Law and any indemnification agreements between the Company and such Company Indemnitees set forth on Schedule 5.5(a) (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Parent and the Surviving Corporation or its successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents and/or the terms of the applicable indemnification agreement and (ii) shall not be deemed to release any Company Indemnitee who is also an officer or director of the Company or its Subsidiaries on the date of this Agreement (an "Indemnified Person") from and against all damages, liabilities, judgments and claims (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement) based upon or arising from his or her capacity as an officer or director of the Company or its Subsidiaries, obligations pursuant to the same extent he or she would have been indemnified under the Articles of Incorporation or By-laws of Watsxx xx such documents were in effect on the date of this Agreement and or any Related Agreement to the extent permitted under applicable law. Subject to an Indemnified Person's obligation to refund any advances in accordance with the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred by which such Indemnified Person in accordance with applicable lawis a party. (b) The rights granted Prior to the Indemnified Persons hereby Effective Time, the Company shall purchase and fully pay (and such purchase price shall be contractual rights inuring included in Third Party Expenses of the Company) for (i) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage or otherwise in a form reasonably acceptable to Parent that shall provide the Company Indemnitees with coverage for six (6) years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to the benefit of all Indemnified Persons insured persons than the Company’s directors’ and officers’ liability insurance coverage presently maintained by the Company (the “D&O Tail Policy”) and (ii) an extended reporting period endorsement under the Company’s existing cyber security insurance policy (the “Cyber Tail Policy”) or otherwise in a form acceptable to Parent, which shall provide coverage for three (3) years following the Effective Time and shall survive have a scope substantially similar to the existing coverage under, and have other terms not materially less favorable to the insured persons than the terms of, the cyber security insurance coverage currently maintained by the Company. Parent shall not, and shall cause the Surviving Corporation to not, take any action to eliminate such D&O Tail Policy or Cyber Tail Policy. The cost of any D&O Tail Policy and the Cyber Tail Policy shall be considered a Third Party Expense for purposes of this Agreement Agreement. At or prior to the Closing, the Company shall provide a copy of the D&O Tail Policy and any merger consolidation or reorganization of Watsxxthe Cyber Tail Policy to Parent, along with written confirmation from the insurance provider that the D&O Tail Policy and Cyber Tail Policy will be bound at Closing. (c) The rights Notwithstanding anything in this Agreement to indemnification granted by the contrary, the obligations under this Section 5.14 are subject to the following limitations: (i) amounts otherwise required to be paid by Watsxx xx an Indemnified Person pursuant to this Section 5.14 shall be reduced by any amounts that such Indemnified Person has recovered by virtue of the claim for which indemnification is sought and Watsxx xxxll be reimbursed for any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue of such claim; (ii) any claim for indemnification pursuant to this Section 5.14 must be submitted in writing to the Chief Executive Officer or Chairman of Watsxx xxxmptly upon such Indemnified Person becoming aware of such claim, provided that any such failure to advise promptly will not cause a loss of indemnity unless it has a prejudicial effect on Watsxx; xxd (iii) an Indemnified Person shall not settle any claim for which indemnification is provided herein without the prior written consent of Watsxx, xxich consent 5.5 shall not be unreasonably withheldterminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.5 applies without the consent of such affected Company Indemnitee, it being understood and agreed that the Company Indemnitees are intended to be express third party beneficiaries of this Agreement with rights of enforcement.

Indemnification of Directors and Officers of the Company. (a) From and During the period ending six (6) years after the Effective Time of Time, the MergerSurviving Corporation or its successors shall, Watsxx xxxees to indemnify and hold harmless, and to or Buyer shall cause the Surviving Corporation to honor Corporation, its separate indemnification Subsidiaries, or their respective successors to, fulfill their obligations to indemnify or exculpate and advance expenses to the present and former members of the board of directors, present and former managers and present and former officers, in each person case, of the Company and each of its Subsidiaries (such directors, managers and officers being herein called the “Company Indemnitees”) to the maximum extent permitted by Law, pursuant to the terms of the Charter Documents as in effect on the Agreement Date and any indemnification agreements between the Company or any of its Subsidiaries and such Company Indemnitees set forth on Section 5.3(a) of the Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Buyer and the Surviving Corporation or their respective successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents or the terms of the applicable indemnification agreement, and (ii) shall not be deemed to release any Company Indemnitee who is also an officer officer, manager or director of the Company or any of its Subsidiaries on the date of this Agreement (an "Indemnified Person") from and against all damages, liabilities, judgments and claims (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement) based upon or arising from his or her capacity obligations pursuant to this Agreement or any Related Agreement. The indemnification, liability limitation, exculpation or advancement of expenses provisions of the Company and its Subsidiaries’ Charter Documents shall not be amended, repealed or otherwise modified for a period of six (6) years from and after the Closing Date in any manner that would adversely affect the rights thereunder of the Company Indemnitees who, as an officer of the Closing or director at any time prior to the Closing, were directors, officers or managers of the Company or its Subsidiaries. Neither Buyer nor any Acquired Company shall settle, compromise or consent to the same extent he entry of any judgment in any actual or she would have threatened Legal Proceeding in respect of which indemnification has been indemnified under the Articles or could be sought by a Person hereunder unless such settlement, compromise or judgment includes an unconditional release of Incorporation or By-laws such Person from all Liability arising out of Watsxx xx such documents were in effect on the date of this Agreement and to the extent permitted under applicable law. Subject to an Indemnified Person's obligation to refund any advances in accordance with the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred by such Indemnified Person in accordance with applicable lawLegal Proceeding. (b) The rights granted Prior to the Indemnified Persons hereby Effective Time, Buyer shall be contractual rights inuring purchase and fully pay for an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage that shall provide the Company Indemnitees with coverage, with respect to matters occurring prior to the benefit Closing, for six (6) years following the Effective Time of all Indemnified Persons not less than the existing coverage and have other terms not less favorable in the aggregate to the insured persons than the Company’s directors’ and officers’ liability insurance coverage presently maintained by the Company (the “D&O Tail Policy”). Buyer shall not, and shall survive this Agreement and cause the Surviving Corporation to not, take any merger consolidation action to eliminate such D&O Tail Policy. At or reorganization prior to the Closing, Buyer shall provide a copy of Watsxxthe D&O Tail Policy to the Stockholder Representative, along with written confirmation from the insurance provider that the D&O Tail Policy will be bound at Closing. (c) The Buyer, Merger Sub and the Company hereby acknowledge (on behalf of themselves and their respective Subsidiaries) that the Company Indemnitees under this Section 5.3 may have certain rights to indemnification, advancement of expenses and/or insurance provided by current shareholders, members, or other Affiliates of the stockholders or their respective shareholders (“Indemnitee Affiliates”) separate from the indemnification granted by this Section 5.14 are subject to obligations of the following limitations: Acquired Companies hereunder. The parties hereto agree (i) amounts otherwise required that the Acquired Companies are the indemnitors of first resort with respect to be paid by Watsxx xx an Indemnified Person pursuant such matters (i.e., its obligations to the Company Indemnitees under this Section 5.14 shall be reduced 5.3 are primary and any obligation of any Indemnitee Affiliate to advance expenses or to provide indemnification for the same expenses or Liabilities incurred by any amounts that such Indemnified Person has recovered by virtue of the claim for which indemnification is sought and Watsxx xxxll be reimbursed for any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue of such claimCompany Indemnitees under this Section 5.3 are secondary); (ii) that right to indemnification and advancement of expenses by Buyer or the Acquired Companies shall be determined without regard to any claim for indemnification pursuant to rights the Company Indemnitees may have (including under this Section 5.14 must be submitted in writing to the Chief Executive Officer or Chairman of Watsxx xxxmptly upon such Indemnified Person becoming aware of such claim, provided that 5.3) against any such failure to advise promptly will not cause a loss of indemnity unless it has a prejudicial effect on WatsxxIndemnitee Affiliate; xxd and (iii) an Indemnified Person shall not settle that the parties hereto (on behalf of themselves and their respective Subsidiaries) irrevocably waive, relinquish and release the Indemnitee Affiliates from any claim and all claims against the Indemnitee Affiliates for which indemnification is provided herein without contribution, subrogation or any other recovery of any kind in respect thereof. (d) Notwithstanding anything in this Agreement to the prior written consent of Watsxxcontrary, xxich consent the obligations under this Section 5.3 shall not be unreasonably withheldterminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.3 applies without the consent of such affected Company Indemnitee, it being understood and agreed that the Company Indemnitees are intended to be express third party beneficiaries of this Agreement. (e) If Buyer, the Surviving Corporation or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person in one or a series of related transactions, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Buyer, the Surviving Corporation or any of their respective Subsidiaries shall assume the obligations set forth in this Section 5.3; provided, that any assumption by operation of law shall be deemed to be proper provision for purposes of this Section 5.3(f).