Common use of Indemnification Etc Clause in Contracts

Indemnification Etc. 10.1 Survival of Representations, Etc. 76 10.2 Indemnification 77 10.3 Limitations 78 10.4 No Contribution 80 10.5 Claim Procedures 80 10.6 Defense of Third Party Claims 81 10.7 Exclusive Remedy 82 10.8 Parent’s Right of Set-Off. 83 10.9 Exercise of Remedies Other Than by Parent 83 10.10 Tax Treatment of Indemnity Payments 83 11. MISCELLANEOUS PROVISIONS 11.1 Securityholders’ Agent 83 11.2 Further Assurances 86 11.3 Fees and Expenses 86 11.4 Notices 86 11.5 Headings 88 11.6 Counterparts and Exchanges by Electronic Transmission 88 11.7 Governing Law; Dispute Resolution 88 11.8 Successors and Assigns 88 11.9 Remedies Cumulative; Specific Performance 89 11.10 Waiver 89 11.11 Waiver of Jury Trial 89 11.12 Amendments 89 11.13 Severability 89 11.14 Parties in Interest 89 11.15 No Public Announcement 90 11.16 Entire Agreement 90 11.17 Disclosure Schedule 90 11.18 Construction 90 11.19 Privilege 91 Exhibit A Certain Definitions Exhibit B Form of Joinder Agreement Exhibit C Form of Restrictive Covenant Agreement Exhibit D Form of Revesting Agreement Exhibit E Form of Certificate of Merger Exhibit F Form of Lock-Up Agreement Exhibit G Form of Escrow Agreement Exhibit H Form of Letter of Transmittal Exhibit I Form of NSO Letter of Transmittal Exhibit J Form of Warrant Letter of Transmittal Exhibit K Current Assets and Current Liabilities Exhibit L Knowledge Individuals Schedule 1.3(c)(x) Payoff Letters Schedule 1.3(c)(xiii) Third Party Consents Schedule 1.3(c)(xv) Affiliate Arrangements Schedule 4.8(a) Agreements to be Terminated Schedule 5.1(b)(ii) Consents AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November 22, 2021, by and among LIFE360, INC., a Delaware corporation (“Parent”), TRIUMPH MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), TILE, INC., a Delaware corporation (the “Company”), and FORTIS ADVISORS LLC, a Delaware limited liability company, 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 31 4.1 Survival of Representations, Etc. 76 10.2 31 4.2 Indemnification 77 10.3 Limitations 78 10.4 No Contribution 80 10.5 Claim Procedures 80 10.6 32 4.3 Exclusive Remedy 33 4.4 Defense of Third Party Claims 81 10.7 Exclusive Remedy 82 10.8 Parent’s Right of Set-Off. 83 10.9 Exercise of Remedies Other Than by Parent 83 10.10 Tax Treatment of Indemnity Payments 83 1133 4.5 Claims Relating to Securities 34 SECTION 5. MISCELLANEOUS PROVISIONS 11.1 Securityholders34 5.1 Stockholders’ Agent 83 11.2 34 5.2 Certain Covenants 35 5.3 Public Announcements 37 5.4 Further Assurances 86 11.3 37 5.5 Fees and Expenses 86 11.4 37 5.6 Attorneys’ Fees 38 5.7 Notices 86 11.5 38 TABLE OF CONTENTS 5.8 Time of the Essence 39 5.9 Headings 88 11.6 39 5.10 Counterparts and Exchanges by Electronic Transmission 88 11.7 39 5.11 Governing Law; Dispute Resolution 88 11.8 Venue 39 5.12 Successors and Assigns 88 11.9 39 5.13 Remedies Cumulative; Specific Performance 89 11.10 40 5.14 Waiver 89 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 89 11.12 Amendments 89 11.13 Severability 89 11.14 Parties in Interest 89 11.15 No Public Announcement 90 11.16 Entire Agreement 90 11.17 Disclosure Schedule 90 11.18 41 5.21 Construction 90 11.19 Privilege 91 41 Exhibit A Certain Definitions definitions Exhibit B Form of Joinder Agreement Exhibit C Form of Restrictive Covenant Agreement Exhibit D Form of Revesting Agreement Exhibit E Form of Certificate of Merger Exhibit C Form of Stockholder Representation Letter Exhibit D Escrow Agreement Exhibit E-1 Individuals to execute Affiliate Agreements Exhibit E-2 Form of Affiliate Agreement Exhibit F Form of Lock-Up Amendment to Investor Rights Agreement Exhibit G Form of Escrow Agreement Legal Opinion of B▇▇▇▇▇▇, Phleger & H▇▇▇▇▇▇▇ LLP Exhibit H FIRPTA Form of Letter of Transmittal Exhibit I Form of NSO Letter of Transmittal Release Agreement Exhibit J Form Acknowledgement of Warrant Letter of Transmittal Fees Exhibit K Current Assets and Current Liabilities Exhibit L Knowledge Individuals Schedule 1.3(c)(x) Payoff Letters Schedule 1.3(c)(xiii) Third Party Consents Schedule 1.3(c)(xv) Affiliate Arrangements Schedule 4.8(a) Agreements to be Terminated Schedule 5.1(b)(ii) Consents AGREEMENT AND PLAN OF MERGER Unaudited Interim Balance Sheet THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of November 22April 16, 20212002, by and among LIFE360among: BLUE MARTINI SOFTWARE, INC., a Delaware corporation (“Parent”), TRIUMPH MERGER SUB, INC.; BLUE MARTINI HOLDINGS CORP. II, a Delaware corporation and a wholly owned Subsidiary subsidiary of Parent (“Merger Sub”), TILE, INC; THE CYBRANT CORP., a Delaware corporation (the “Company”), ; and FORTIS ADVISORS LLC, a Delaware limited liability companyD▇▇▇ ▇▇▇▇▇▇▇▇, 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. 64 10.1 Survival of Representations, Etc. 76 Etc 64 10.2 Indemnification 77 65 10.3 Limitations 78 67 10.4 Payment Source 68 10.5 No Contribution 80 10.5 69 10.6 Insurance 69 10.7 Indemnification Claim Procedures 80 10.6 Defense of Procedure 69 10.8 Third Party Claims 81 10.7 Exclusive Remedy 82 10.8 Parent’s Right 73 10.9 Election of Set-Off. 83 10.9 Claims 74 10.10 Exercise of Remedies Other Than by Parent 83 10.10 Tax Treatment of Indemnity Payments 83 74 10.11 Exclusive Remedy 74 11. MISCELLANEOUS PROVISIONS Miscellaneous Provisions 75 11.1 Securityholders’ Agent 83 75 11.2 Further Assurances 86 76 11.3 No Waiver Relating to Claims for Fraud 76 11.4 Fees and Expenses 86 11.4 76 11.5 Attorneys’ Fees 77 11.6 Notices 86 11.5 77 11.7 Headings 88 11.6 75 11.8 Counterparts and Exchanges by Electronic Transmission 88 11.7 or Facsimile78 11.9 Governing Law; Dispute Resolution 88 11.8 79 11.10 Successors and Assigns 88 11.9 79 11.11 Remedies Cumulative; Specific Performance 89 11.10 79 11.12 Non-Recourse 80 11.13 Waiver 89 11.11 80 11.14 Waiver of Jury Trial 89 11.12 80 11.15 Amendments 89 11.13 80 11.16 Severability 89 11.14 81 11.17 Parties in Interest 89 11.15 No Public Announcement 90 11.16 81 11.18 Entire Agreement 90 11.17 81 11.19 Disclosure Schedule 90 11.18 81 11.20 Waiver of Conflicts 81 11.21 Construction 90 11.19 Privilege 91 Exhibit 82 EXHIBIT A Certain Definitions Exhibit EXHIBIT B Form of Joinder Significant Owner Agreement Exhibit EXHIBIT C Form of Restrictive Covenant Management Deferral Agreement Exhibit 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 Certificate of Merger Exhibit F Form of Lock-Up Agreement Exhibit G Form of A Sample Working Capital Calculation Schedule 1.1 Blocker Stock Allocation Schedule 1.5(c) Escrow Agreement Exhibit H Form of Schedule 1.8(b) Letter of Transmittal Exhibit I Form Schedule 1.10(a) Accounting Policies Schedule 2.16(b) Key Employees Schedule 5.2 Interim Reporting Matters Schedule 5.6 Agreements to be Terminated/Amended as of NSO Letter of Transmittal Exhibit J Form of Warrant Letter of Transmittal Exhibit K Current Assets and Current Liabilities Exhibit L Knowledge Individuals the Effective Time Schedule 1.3(c)(x5.10 Repaid Indebtedness Schedule 5.13(i) Payoff Letters Voluntary Disclosure Jurisdictions Schedule 1.3(c)(xiii6.6 Employee Benefits Schedule 7.1(b) Third Materiality Threshold Schedule 7.3(b) Required Third-Party Consents Schedule 1.3(c)(xv7.10 India and Portugal Operations Schedule 10.2(a)(xii) Affiliate Arrangements Schedule 4.8(a) Agreements to be Terminated Schedule 5.1(b)(ii) Consents AGREEMENT AND PLAN OF MERGER Specified Indemnity THIS AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 226, 20212019, by and among LIFE360among: REALPAGE, INC., a Delaware corporation (“Parent”), TRIUMPH MERGER SUB, INC.; RP NEWCO XXIX LLC, a Delaware corporation limited liability company and a wholly wholly-owned Subsidiary of Parent (“Merger Sub”); BUILDIUM, TILE, INC.LLC, a Delaware corporation limited liability company (the “Company”), and FORTIS ADVISORS LLC; SUMERU EQUITY PARTNERS FUND L.P., a Delaware limited liability companypartnership (“SEP”); K1 PRIVATE INVESTORS, 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 25 4.1 Survival of Representations, Etc. 76 10.2 Indemnification 77 10.3 Limitations 78 10.4 25 4.2 Indemnification; Setoff 26 4.3 Procedure for Claims 27 4.4 Threshold; Ceiling 28 4.5 No Contribution 80 10.5 Claim Procedures 80 10.6 28 4.6 Defense of Third Party Claims 81 10.7 Exclusive Remedy 82 10.8 Parent’s Right 28 5. TAX AND OTHER INDEMNIFICATION 30 5.1 General 30 5.2 Limitation Period 30 5.3 Notice of Set-OffAudits; Cooperation 30 5.4 Payments 30 6. 83 10.9 Exercise PROPRIETARY INFORMATION, NONCOMPETITION AND OTHER COVENANTS 31 6.1 Acknowledgements 31 6.2 No Use of Confidential Information 32 6.3 Covenants Not to Compete 32 6.4 Rights and Remedies 34 6.5 Other Than by Parent 83 10.10 Tax Treatment of Indemnity Payments 83 11Covenants 34 7. MISCELLANEOUS PROVISIONS 11.1 Securityholders’ 34 7.1 Shareholders' Agent 83 11.2 34 7.2 Further Assurances 86 11.3 35 7.3 Fees and Expenses 86 11.4 35 7.4 Recovery of Litigation Costs 35 7.5 Notices 86 11.5 35 7.6 Confidentiality 37 7.7 Headings 88 11.6 Counterparts and Exchanges by Electronic Transmission 88 11.7 37 7.8 Governing Law; Dispute Resolution 88 11.8 Venue 37 7.9 Successors and Assigns 88 11.9 38 7.10 Waiver 38 7.11 Amendments 39 7.12 Severability 39 7.13 Parties in Interest 39 7.14 Entire Agreement 39 7.15 Construction 39 7.16 Remedies Cumulative; Specific Performance 89 11.10 Waiver 89 11.11 Waiver of Jury Trial 89 11.12 Amendments 89 11.13 Severability 89 11.14 Parties in Interest 89 11.15 No Public Announcement 90 11.16 Entire Agreement 90 11.17 Disclosure Schedule 90 11.18 Construction 90 11.19 Privilege 91 40 7.17 Counterparts 40 EXHIBITS Exhibit A - Certain Definitions Exhibit B - Form of Joinder Agreement Notarial Deed (LCP NL) Exhibit C - Form of Restrictive Covenant Agreement Exhibit D Form of Revesting Agreement Exhibit E Form of Certificate of Merger Exhibit F Form of Lock-Up Agreement Exhibit G Form of Escrow Agreement Exhibit H Form of Letter of Transmittal Exhibit I Form of NSO Letter of Transmittal Exhibit J Form of Warrant Letter of Transmittal Exhibit K Current Assets and Current Liabilities Exhibit L Knowledge Individuals Schedule 1.3(c)(xStock Assignment (LCP US) Payoff Letters Schedule 1.3(c)(xiii) Third Party Consents Schedule 1.3(c)(xv) Affiliate Arrangements Schedule 4.8(a) Agreements to be Terminated Schedule 5.1(b)(ii) Consents STOCK PURCHASE AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made and entered into AGREEMENT, dated as of November 22October 17, 20212000, by and among LIFE360between DIONEX CORPORATION, a Delaware corporation ("Purchaser"), LC PACKINGS NEDERLAND B.V., a private company with limited liability under the laws of the Netherlands ("LCP NL"), LC PACKINGS (U.S.A.), INC., a Delaware California corporation (“Parent”), TRIUMPH MERGER SUB, INC., a Delaware corporation "LCP US") and a wholly owned Subsidiary of Parent (“Merger Sub”), TILE, INC., a Delaware corporation the SHAREHOLDERS OF LCP NL AND LCP US (the “Company”"Shareholders"), . LCP NL and FORTIS ADVISORS LLC, a Delaware limited liability company, LCP US are collectively referred to as the Securityholders’ Agent (as defined in Section 11.1(a)). "Companies." Certain capitalized terms used in this Agreement are defined in Exhibit A.A. RECITALS A. The parties desire to effect a sale of 100% of the outstanding capital stock of LCP NL ("LCP NL Capital Stock") and 100% of the outstanding capital stock of LCP US ("LCP US Capital Stock") by the Shareholders to Purchaser, as described in the following table:

Indemnification Etc. 10.1 27 8.1 Survival of Representations, EtcRepresentations and Warranties. 76 10.2 27 8.2 Indemnification 77 10.3 Limitations 78 10.4 No Contribution 80 10.5 Claim Procedures 80 10.6 by Conexant. 28 8.3 Indemnification by the Company. 29 8.4 Indemnification by Carlyle. 29 8.5 Setoff. 30 8.6 Defense of Third Party Claims 81 10.7 Claims. 30 8.7 Sole and Exclusive Remedy 82 10.8 Parent’s Right of Set-OffRemedy. 83 10.9 31 8.8 Exercise of Remedies Other Than by Parent 83 10.10 Tax Treatment Indemnitees other than Parties to this Agreement. 31 8.9 Additional Procedures Relating to Environmental Claims. 31 8.10 Additional Indemnification by Conexant 31 9. COVENANTS OF THE PARTIES AFTER THE CLOSING. 32 9.1 Access to Information. 32 9.2 Election Out of Indemnity Payments 83 11Installment Method. 32 9.3 Certain Agreements Concerning the Specified Excluded Assets. 32 iii 10. MISCELLANEOUS PROVISIONS 11.1 Securityholders’ Agent 83 11.2 PROVISIONS. 32 10.1 Publicity. 32 10.2 Further Assurances 86 11.3 Assurances. 33 10.3 Fees and Expenses 86 11.4 Notices 86 11.5 Headings 88 11.6 Counterparts and Exchanges by Electronic Transmission 88 11.7 Expenses. 33 10.4 Attorneys' Fees. 33 10.5 Notices. 33 10.6 Time of the Essence. 34 10.7 Headings. 34 10.8 Governing Law; Dispute Resolution 88 11.8 . 34 10.9 Successors and Assigns 88 11.9 Assigns; Parties in Interest. 34 10.10 Remedies Cumulative; Specific Performance 89 11.10 Waiver 89 11.11 Waiver of Jury Trial 89 11.12 Amendments 89 11.13 Severability 89 11.14 Parties in Interest 89 11.15 Performance. 35 10.11 Waiver. 35 10.12 Amendments. 35 10.13 Severability. 35 10.14 Counterparts. 35 10.15 Entire Agreement. 35 10.16 Construction. 35 10.17 No Public Announcement 90 11.16 Entire Agreement 90 11.17 Disclosure Schedule 90 11.18 Construction 90 11.19 Privilege 91 Exhibit A Certain Definitions Exhibit B Form of Joinder Agreement Exhibit C Form of Restrictive Covenant Agreement Exhibit D Form of Revesting Agreement Exhibit E Form of Certificate of Merger Exhibit F Form of Lock-Up Agreement Exhibit G Form of Escrow Agreement Exhibit H Form of Letter of Transmittal Exhibit I Form of NSO Letter of Transmittal Exhibit J Form of Warrant Letter of Transmittal Exhibit K Current Assets and Current Liabilities Exhibit L Knowledge Individuals Schedule 1.3(c)(xImplied Licenses. 36 10.18 Dispute Resolution; Arbitration. 36 THIS CONTRIBUTION AGREEMENT (this "Agreement") Payoff Letters Schedule 1.3(c)(xiii) Third Party Consents Schedule 1.3(c)(xv) Affiliate Arrangements Schedule 4.8(a) Agreements to be Terminated Schedule 5.1(b)(ii) Consents AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November 22February 23, 20212002, by and among LIFE360, INC., a Delaware corporation (“Parent”), TRIUMPH MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), TILEamong: SPECIALTYSEMI, INC., a Delaware corporation (the “"Company”"); CONEXANT SYSTEMS, INC., a Delaware corporation ("Conexant"); and FORTIS ADVISORS LLCCARLYLE CAPITAL INVESTORS, L.L.C., a Delaware limited liability company, as the Securityholders’ Agent company (as defined in Section 11.1(a)"Carlyle"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Indemnification Etc. 10.1 35 9.1 Survival of Representations, Etc. 76 10.2 Warranties and Covenants 35 9.2 Indemnification 77 10.3 Limitations 78 10.4 No by the Selling Stockholders 35 9.3 Contribution 80 10.5 Claim Procedures 80 10.6 35 9.4 Ceiling; Limitation on Additional Damages 35 9.5 Interest 36 9.6 Defense of Third Party Claims 81 10.7 Exclusive Remedy 82 10.8 Parent’s Right of Set-Off. 83 10.9 36 9.7 Setoff 36 9.8 Indemnity Reserve 36 9.9 Exercise of Remedies by Netivation Indemnitees Other Than by Parent 83 10.10 Tax Treatment of Indemnity Payments 83 11. Netivation 36 SECTION 10 - MISCELLANEOUS PROVISIONS 11.1 Securityholders’ Agent 83 11.2 36 10.1 Selling Stockholders'Agent 36 10.2 Further Assurances 86 11.3 37 10.3 Fees and Expenses 86 11.4 37 10.4 Attorneys'Fees 37 10.5 Notices 86 11.5 38 10.6 Headings 88 11.6 38 10.7 Counterparts and Exchanges by Electronic Transmission 88 11.7 38 10.8 Governing Law; Dispute Resolution 88 11.8 Law 38 10.9 Successors and Assigns 88 11.9 38 10.10 Remedies Cumulative; Specific Performance 89 11.10 38 10.11 Waiver 89 11.11 Waiver 38 10.12 Amendments 39 10.13 Time of Jury Trial 89 11.12 Amendments 89 11.13 the Essence 39 10.14 Severability 89 11.14 39 10.15 Parties in Interest 89 11.15 No Public Announcement 90 11.16 39 10.16 Entire Agreement 90 11.17 Disclosure Schedule 90 11.18 39 10.17 Construction 90 11.19 Privilege 91 39 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 Joinder Agreement Legal Opinion Exhibit C F - Form of Restrictive Covenant Agreement Exhibit D Form of Revesting Agreement Exhibit E Form of Certificate of Merger Exhibit F Form of Lock-Up Employment and Noncompetition Agreement Exhibit G Form of Escrow Agreement Exhibit H Form of Letter of Transmittal Exhibit I Form of NSO Letter of Transmittal Exhibit J Form of Warrant Letter of Transmittal Exhibit K Current Assets and Current Liabilities Exhibit L Knowledge Individuals Schedule 1.3(c)(x) Payoff Letters Schedule 1.3(c)(xiii) Third Party Consents Schedule 1.3(c)(xv) Affiliate Arrangements Schedule 4.8(a) Agreements to be Terminated Schedule 5.1(b)(ii) Consents AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION ("Agreement") is made and entered into as of November 22September 17, 20211999, by and among LIFE360among: ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation (“Parent”"Netivation"), TRIUMPH ▇▇▇▇▇▇▇▇▇▇.▇▇▇ MERGER SUB, INCTWO CORP., a Delaware corporation and a wholly wholly-owned Subsidiary subsidiary of Parent Netivation (“"Merger Sub”"), TILEMEDMarket, INC., a Delaware Colorado corporation (the “Company”"MEDMarket"), and FORTIS ADVISORS LLC, a Delaware limited liability company, as the Securityholders’ Agent stockholders of MEDMarket 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. 76 Etc 74 10.2 Indemnification 77 75 10.3 Limitations 76 10.4 Exclusivity of Remedy, Further Limitations and Source of Funds for Indemnification 78 10.4 No Contribution 80 10.5 Claim Procedures 80 Notice of Claims 79 10.6 Defense of Third Party Claims 81 79 10.7 Exclusive Remedy 82 10.8 Parent’s Right of Set-Off. 83 10.9 Off 80 10.8 Exercise of Remedies Other Than by Parent 83 10.10 81 10.9 Tax Treatment of Indemnity Payments 83 11. MISCELLANEOUS PROVISIONS 81 10.10 Release of Funds From Indemnification Escrow Fund Following the Escrow Release Date 81 11.1 Securityholders’ Agent 83 82 11.2 Further Assurances 86 84 11.3 Fees and Expenses 86 84 11.4 Notices 86 85 11.5 Headings 88 86 11.6 Counterparts and Exchanges by Electronic Transmission 88 86 11.7 Governing Law; Dispute Resolution 88 86 11.8 Successors and Assigns 88 87 11.9 Remedies Cumulative; Specific Performance 89 87 11.10 Waiver 89 87 11.11 Waiver of Jury Trial 89 87 11.12 Amendments 89 87 11.13 Severability 89 88 11.14 Parties in Interest 89 88 11.15 No Public Announcement 90 88 11.16 Entire Agreement 90 88 11.17 Disclosure Schedule 90 88 11.18 Construction 90 89 11.19 Privilege 91 Legal Representation 89 Exhibit A Certain Definitions Exhibit B Form of Joinder Agreement First Certificate of Merger Exhibit C Form of Restrictive Covenant Agreement Second Certificate of Merger Exhibit D Form of Revesting Agreement Exhibit E Form of Certificate of Merger Restrictive Covenant Agreement Exhibit F Form of Joinder Agreement Exhibit G Form of Lock-Up Agreement Exhibit G H Form of Master Parent Promissory Note Exhibit I Form of Escrow Agreement Exhibit H J Form of PPP Escrow Agreement Exhibit K Form of Payment Agent Agreement Exhibit L Form of Letter of Transmittal Exhibit I Form of NSO Letter of Transmittal Exhibit J M Form of Warrant Letter of Transmittal Exhibit K N Retention Bonus Terms Exhibit O Form of Retention Bonus Agreement Exhibit P Current Assets and Current Liabilities Exhibit L Q Knowledge Individuals Exhibit R Form of RWI Policy Schedule 1.3(c)(x1.3(d)(ii) Agreements to be Amended or Terminated Schedule 1.3(d)(xi) Payoff Letters Schedule 1.3(c)(xiii1.3(d)(xiv) Third Party Assignments, Consents and Certificates Schedule 1.3(c)(xv1.3(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 5.1(b)(ii4.8(b) Consents AGREEMENT AND PLAN OF MERGER Agreements to be Amended Schedule 7.3 Antitrust Jurisdictions THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November 22July 27, 2021, by and among LIFE360, INC., a Delaware corporation (“Parent”), TRIUMPH JIOBIT MERGER SUBSUB I, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger SubSub I”), TILEJIOBIT 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 FORTIS ADVISORS SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Delaware 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 27 9.1 Survival of Representations, Etc. 76 10.2 Warranties and Covenants 27 9.2 Indemnification 77 10.3 Limitations 78 10.4 No Contribution 80 10.5 by the Selling Stockholders 28 9.3 Indemnification by Netivation 28 9.4 Minimum Claim Procedures 80 10.6 Against the Selling Stockholders 29 9.5 Minimum Claim Against Netivation 29 9.6 Defense of Third Party Claims 81 10.7 29 9.7 Indemnity Reserve 30 9.8 Exclusive Remedy 82 10.8 Parent’s Right of Set-Off. 83 10.9 Exercise of Remedies Other Than by Parent 83 10.10 Tax Treatment of Indemnity Payments 83 11. 30 SECTION 10 - MISCELLANEOUS PROVISIONS 11.1 Securityholders’ 30 10.1 Selling Stockholders' Agent 83 11.2 30 10.2 Further Assurances 86 11.3 32 10.3 Fees and Expenses 86 11.4 32 10.4 Attorneys' Fees 32 10.5 Notices 86 11.5 33 10.6 Headings 88 11.6 33 10.7 Counterparts and Exchanges by Electronic Transmission 88 11.7 34 10.8 Governing Law; Dispute Resolution 88 11.8 Law 34 10.9 Successors and Assigns 88 11.9 34 10.10 Remedies Cumulative; Specific Performance 89 11.10 34 10.11 Waiver 89 11.11 Waiver 34 10.12 Amendments 35 10.13 Time of Jury Trial 89 11.12 Amendments 89 11.13 the Essence 35 10.14 Severability 89 11.14 35 10.15 Parties in Interest 89 11.15 No Public Announcement 90 11.16 35 10.16 Entire Agreement 90 11.17 Disclosure Schedule 90 11.18 35 10.17 Construction 90 11.19 Privilege 91 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 Joinder Legal Opinion Exhibit F - Form of Employment and Noncompetition Agreement Exhibit C G - Form of Restrictive Covenant Escrow Agreement Exhibit D H - Form of Revesting Agreement Prospective Offeree Questionnaire Exhibit E Form of Certificate of Merger Exhibit F I - Form of Lock-Up Agreement Exhibit G Form of Escrow Agreement Exhibit H Form of Letter of Transmittal Exhibit I Form of NSO Letter of Transmittal Exhibit J Form of Warrant Letter of Transmittal Exhibit K Current Assets and Current Liabilities Exhibit L Knowledge Individuals Schedule 1.3(c)(x) Payoff Letters Schedule 1.3(c)(xiii) Third Party Consents Schedule 1.3(c)(xv) Affiliate Arrangements Schedule 4.8(a) Agreements to be Terminated Schedule 5.1(b)(ii) Consents AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as of November 22May 3, 20212000, by and among LIFE360among: ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation (“Parent”"Netivation"), TRIUMPH ▇▇▇▇▇▇▇▇▇▇.▇▇▇ MERGER SUB, INCTHREE CORP., a Delaware corporation and a wholly wholly-owned Subsidiary subsidiary of Parent Netivation (“"Merger Sub”"), TILEPINNACLE MEDSOURCE, INC., a Delaware Georgia corporation (the “Company”"Pinnacle"), and FORTIS ADVISORS LLC, a Delaware limited liability company, 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 29 9.1 Survival of Representations, Etc. 76 10.2 Warranties and Covenants 29 9.2 Indemnification 77 10.3 Limitations 78 10.4 No by the Representing Stockholders 29 9.3 Contribution 80 10.5 Claim Procedures 80 10.6 30 9.4 Ceiling; Limitation on Additional Damages 30 9.5 Defense of Third Party Claims 81 10.7 Exclusive Remedy 82 10.8 Parent’s Right of Set-Off. 83 10.9 30 9.6 Indemnity Reserve 31 9.7 Exercise of Remedies by Netivation Indemnitees Other Than by Parent 83 10.10 Tax Treatment of Indemnity Payments 83 11. Netivation 31 SECTION 10 - MISCELLANEOUS PROVISIONS 11.1 Securityholders’ 31 10.1 Representing Stockholders' Agent 83 11.2 31 10.2 Further Assurances 86 11.3 32 10.3 Fees and Expenses 86 11.4 32 10.4 Attorneys' Fees 33 10.5 Notices 86 11.5 33 10.6 Headings 88 11.6 34 10.7 Counterparts and Exchanges by Electronic Transmission 88 11.7 34 10.8 Governing Law; Dispute Resolution 88 11.8 Law 34 10.9 Successors and Assigns 88 11.9 34 10.10 Remedies Cumulative; Specific Performance 89 11.10 35 10.11 Waiver 89 11.11 Waiver 35 10.12 Amendments 35 10.13 Time of Jury Trial 89 11.12 Amendments 89 11.13 the Essence 35 10.14 Severability 89 11.14 35 10.15 Parties in Interest 89 11.15 No Public Announcement 90 11.16 35 10.16 Entire Agreement 90 11.17 Disclosure Schedule 90 11.18 35 10.17 Construction 90 11.19 Privilege 91 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 Joinder Subscription Agreement Exhibit C F - Form of Restrictive Covenant Employment and Noncompetition Agreement Exhibit D G - Form of Revesting Escrow Agreement Exhibit E H - Form of Certificate Release of Merger Claims Exhibit F I1 - Form of Lock-Up Agreement for Preferred Stockholders, Non-Former Employee, and Non-Current Employee Common Stockholders Exhibit G I2 - Form of Escrow Lock-Up Agreement Exhibit H Form of Letter of Transmittal Exhibit I Form of NSO Letter of Transmittal Exhibit J Form of Warrant Letter of Transmittal Exhibit K for Current Assets Employee and Current Liabilities Exhibit L Knowledge Individuals Schedule 1.3(c)(x) Payoff Letters Schedule 1.3(c)(xiii) Third Party Consents Schedule 1.3(c)(xv) Affiliate Arrangements Schedule 4.8(a) Agreements to be Terminated Schedule 5.1(b)(ii) Consents Former Employee Common Stockholders AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of November 2217, 20211999, by and among LIFE360among: ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation (“Parent”"Netivation"), TRIUMPH ▇▇▇▇▇▇▇▇▇▇.▇▇▇ MERGER SUB, INCCORP., a Delaware corporation and a wholly wholly-owned Subsidiary subsidiary of Parent Netivation (“"Merger Sub”"), TILENET.CAPITOL, INC., a Delaware corporation (the “Company”"Net.Capitol"), and FORTIS ADVISORS LLC, a Delaware limited liability company, 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.