Related to Conversion of SPAC Class A Shares, SPAC Class B Shares and SPAC Multiple Voting Shares
Entire Agreement The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
Definitions As used in this Agreement, the following terms shall have the following meanings:
Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).
WHEREAS highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:
Termination This Agreement may be terminated at any time prior to the Closing:
Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
NOW, THEREFORE the parties hereto agree as follows:
Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.