Exhibit 10.16


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (this “Agreement”)
is made and entered into as of [●], 2021, by and among Convey Holding Parent, Inc., a Delaware corporation (the “Company”),
and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).


 


WHEREAS, in light of the litigation costs and risks
to directors and officers resulting from their service to companies, and the desire of the Company to attract and retain qualified individuals
to serve as directors and officers, it is reasonable, prudent and necessary for the Company to indemnify and advance expenses on behalf
of the Company’s directors and/or officers to the fullest extent permitted by Delaware corporate law so that they will serve or
continue to serve the Company free from undue concern regarding such risks;


 


WHEREAS, the Company has requested that Indemnitee
serve or continue to serve as a director and/or officer of the Company and may have requested or may in the future request that Indemnitee
serve one or more Convey Entities (as hereinafter defined) as a director or an officer or in other capacities;


 


WHEREAS, one of the conditions that Indemnitee requires
in order to serve as a director and/or officer of the Company is that Indemnitee be so indemnified; and


 


WHEREAS, Indemnitee may have certain rights to indemnification,
advancement of expenses and/or insurance provided by one or more of the Affiliate Indemnitors (as hereinafter defined) (or their affiliates)
and/or any insurer providing insurance coverage under any policy purchased or maintained by such Affiliate Indemnitors (or their affiliates),
which Indemnitee, the Company and the Affiliate Indemnitors (or their affiliates) intend to be secondary to the primary obligation of
the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement of and agreement to the foregoing being
a material condition to Indemnitee’s willingness to serve as a director and/or officer of the Company.


 


NOW, THEREFORE, in consideration of the premises
and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


1.                 
Services by Indemnitee. Indemnitee agrees to serve or continue to serve as a director and/or officer of the Company. Indemnitee
may at any time and for any reason resign from such position (subject to any contractual obligation Indemnitee may have under any other
agreement).


 


2.                  Indemnification
- General. On the terms and subject to the conditions of this Agreement, the Company shall, to the fullest extent permitted by
law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all losses, damages, liabilities,
judgments, fines, penalties, costs, amounts paid in settlement, Expenses (as hereinafter defined) and other amounts that Indemnitee
reasonably incurs and that result from, arise in connection with or are by reason of Indemnitee’s Corporate Status (as
hereinafter defined) and shall advance Expenses to Indemnitee. The obligations of the Company shall continue after such time as
Indemnitee ceases to serve as a director and/or officer of the Company or in any other Corporate Status and include, without
limitation, claims for monetary damages against Indemnitee in respect of any actual or alleged liability or other loss of
Indemnitee, to the fullest extent permitted under Delaware corporate law (including, if applicable, Section 145 of the Delaware
General Corporation Law) as in existence on the date hereof and as amended from time to time.


 






    


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3.                 
Proceedings Other Than Proceedings by or in the Right of the Company. If in connection with or by reason of Indemnitee’s
Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defined)
other than a Proceeding by or in the right of the Company, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee
with respect to, and hold Indemnitee harmless from and against, all Expenses, losses, damages, liabilities, judgments, penalties, fines
and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect
of such liabilities, judgments, penalties, fines and amounts paid in settlement) reasonably incurred by Indemnitee or on behalf of Indemnitee
in connection with such Proceeding or any claim, issue or matter therein.


 


4.                 
Proceedings by or in the Right of the Company. If in connection with or by reason of Indemnitee’s Corporate Status,
Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company, the
Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against,
all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter
therein.


 


5.                 
Mandatory Indemnification in Case of Successful Defense. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits
or otherwise, in defense of any Proceeding or any claim, issue or matter therein (including, without limitation, any Proceeding brought
by or in the right of the Company), the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and
hold Indemnitee harmless from and against, all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection therewith.
If Indemnitee is not wholly successful in defense of such Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee
against all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection with each successfully resolved claim,
issue or matter. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such
a Proceeding by dismissal, with or without prejudice, on substantive or procedural grounds, or settlement of any such claim prior to a
final judgment by a court of competent jurisdiction with respect to such Proceeding, shall be deemed to be a successful result as to such
claim, issue or matter; provided, however, that any settlement of any claim, issue or matter in such a Proceeding shall
not be deemed to be a successful result as to such claim, issue or matter if such settlement is effected by Indemnitee without the Company’s
prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.


 


6.                  Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company
for some or a portion of the Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties,
fines and amounts paid in settlement) incurred by Indemnitee or on behalf of Indemnitee in connection with a Proceeding or any
claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee
to the fullest extent to which Indemnitee is entitled to such indemnification.


 






    


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7.                 
Indemnification for Additional Expenses Incurred to Secure Recovery or as Witness.


 


(a)              
The Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from
and against, any and all Expenses and, if requested by Indemnitee, shall advance on an as-incurred basis (as provided in Section 8
of this Agreement) such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action or proceeding or part thereof
brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement, any other agreement,
the Certificate of Incorporation (as hereinafter defined) or Bylaws (as hereinafter defined) of the Company as now or hereafter in effect,
or pursuant to indemnification agreements in effect as of the date hereof; or (ii) recovery under any director and officer liability
insurance policies maintained by any Convey Entity.


 


(b)              
To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness (or is forced or asked to respond
to discovery requests) in any Proceeding to which Indemnitee is not a party, the Company shall, to the fullest extent permitted by law,
indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, and the Company will advance on an as-incurred basis
(as provided in Section 8 of this Agreement), all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in
connection therewith.


 


8.                 
Advancement of Expenses. The Company shall, to the fullest extent permitted by law, pay on a current and as-incurred basis
all Expenses incurred by Indemnitee in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s
Corporate Status. Such Expenses shall be paid in advance of the final disposition of such Proceeding, without regard to whether Indemnitee
will ultimately be entitled to be indemnified for such Expenses and without regard to whether an Adverse Determination (as hereinafter
defined) has been or may be made. Upon submission of a request for advancement of Expenses pursuant to Section 9(c) of this
Agreement, Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of
Expenses shall continue until such time (if any) as there is a final non-appealable judicial determination that Indemnitee is not entitled
to indemnification. Indemnitee shall repay such amounts advanced if and to the extent that it shall ultimately be determined in a decision
by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company
for such Expenses. Such repayment obligation shall be unsecured and shall not bear interest. The Company shall not impose on Indemnitee
additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment. Indemnitee shall, in all
events, be entitled to advancement of Expenses, without regard to Indemnitee’s ultimate entitlement to indemnification, until the
final determination of the Proceeding.


 






    


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9.                 
 Indemnification Procedures.


 


(a)              
Notice of Proceeding. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement
of Expenses hereunder. Any failure by Indemnitee to notify the Company will not relieve the Company of its advancement or indemnification
obligations under this Agreement unless, and only to the extent that, the Company can establish that such omission to notify resulted
in actual and material prejudice to it, which prejudice cannot be reversed or otherwise eliminated without any material negative effect
on the Company, and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have
to indemnify Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the Company has a director
and officer liability insurance policy in effect, the Company will promptly notify the relevant insurer in accordance with the procedures
and requirements of such policy.


 


(b)              
Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim
or Proceeding with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided
or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which, in the opinion
of Independent Counsel (as hereinafter defined), could have been brought against Indemnitee or which potentially or actually imposes any
cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance
of any obligation by persons other than Indemnitee or any Affiliate Indemnitor affiliated with Indemnitee and includes an unconditional,
full release of Indemnitee and Affiliate Indemnitors by all relevant parties from all liability on any matters that are the subject of
such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company
has fully indemnified Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred
by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify Indemnitee
against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s
prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves
the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company
by any party to such Proceeding other than Indemnitee from all liability on any matters that are the subject of such Proceeding and an
acknowledgment that the Company denies all wrongdoing in connection with such matters; provided, however, that if a Change
in Control (as hereinafter defined) has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement
if the Independent Counsel (selected pursuant to Section 9(e) of this Agreement) has approved the settlement.


 


(c)              
Request for Advancement; Request for Indemnification.


 


(i)                 To
obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together
with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to
Indemnitee, and, only to the extent required by applicable law which cannot be waived, an unsecured written undertaking to repay
amounts advanced in the event of a decision by a court of competent jurisdiction from which no appeal can be taken that Indemnitee
is not entitled to be indemnified by the Company for such Expenses. The Company shall make advance payment of Expenses to Indemnitee
no later than five (5) business days after receipt of the written request for advancement (and each subsequent request for
advancement) by Indemnitee. If, at the time of receipt of any such written request for advancement of Expenses, the Company has a
director and officer insurance policy in effect, the Company will promptly notify the relevant insurer in accordance with the
procedures and requirements of such policy. The Company shall thereafter keep such insurer informed of the status of the Proceeding
or other claim (with assistance from Indemnitee as reasonably required) and take such other actions, as appropriate to secure
coverage of Indemnitee for such claim.


 






    


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(ii)             
To obtain indemnification under this Agreement, at any time before or after submission of a request for advancement pursuant to
Section 9(c)(i) of this Agreement, Indemnitee may submit a written request for indemnification hereunder. The time at which
Indemnitee submits a written request for indemnification shall be determined by Indemnitee in Indemnitee’s sole discretion. Once
Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for
indemnification), a Determination (as hereinafter defined) shall thereafter be made, as provided in and only to the extent required by
Section 9(d) of this Agreement. In no event shall a Determination be made, or required to be made, as a condition to or otherwise
in connection with any advancement of Expenses pursuant to Section 8 and Section 9(c)(i) of this Agreement. If,
at the time of receipt of any such request for indemnification, the Company has a director and officer insurance policy in effect, the
Company will promptly notify the relevant insurer and take such other actions as necessary or appropriate to secure coverage of Indemnitee
for such claim in accordance with the procedures and requirements of such policies.


 


(d)               Determination.
The Company agrees that Indemnitee shall be indemnified to the fullest extent permitted by law and that no Determination shall be
required in connection with such indemnification unless specifically required by applicable law which cannot be waived. In no event
shall a Determination be required in connection with indemnification for Expenses pursuant to Section 7 of this
Agreement or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on
the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of
Indemnitee, and any such Determination, shall be made within twenty (20) days after receipt of Indemnitee’s written
request for indemnification pursuant to Section 9(c)(ii) and such Determination shall be made either (i) by the
Disinterested Directors (as hereinafter defined), even though less than a quorum, so long as Indemnitee does not request that such
Determination be made by Independent Counsel, or (ii) if so requested by Indemnitee, in Indemnitee’s sole discretion, by
Independent Counsel in a written opinion to the Company and Indemnitee. If a Determination is made that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within five (5) business days after such Determination. Indemnitee shall
reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such Determination. Any Expenses incurred by Indemnitee in so cooperating with the Disinterested Directors
or Independent Counsel, as the case may be, making such determination shall be advanced and borne by the Company (irrespective of
the Determination as to Indemnitee’s entitlement to indemnification). If the person, persons or entity empowered or selected
under this Section 9(d) to determine whether Indemnitee is entitled to indemnification shall not have made a
determination within twenty (20) days after receipt by the Company of the request therefor, the requisite determination of
entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall
be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a prohibition of such indemnification under applicable law; provided, however, that such twenty
(20) day period may be extended for a reasonable time, not to exceed an additional twenty (20) days, if the person,
persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional
time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that
the foregoing provisions of this Section 9(d) shall not apply if the determination of entitlement to indemnification is
to be made by Independent Counsel pursuant to Section 9(e).


 






    


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(e)               Independent
Counsel. In the event Indemnitee requests that the Determination be made by Independent Counsel pursuant to Section 9(d)
of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors (as
hereinafter defined), in which event the Board of Directors shall make such selection on behalf of the Company, subject to the
remaining provisions of this Section 9(e)), and Indemnitee or the Company, as the case may be, shall give written notice
to the other, advising the Company or Indemnitee of the identity of the Independent Counsel so selected. The Company or Indemnitee,
as the case may be, may, within five (5) days after such written notice of selection shall have been received, deliver to
Indemnitee or the Company, as the case may be, a written objection to such selection; provided, however, that such
objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of
 “Independent Counsel” as defined in Section 15 of this Agreement, and the objection shall set forth with
particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as
Independent Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as
Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such
objection is without merit. If, within ten (10) days after submission by Indemnitee of a written request for indemnification
pursuant to Section 9(c)(ii) of this Agreement and after a request for the appointment of Independent Counsel has been
made, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of
competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s
selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such
other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so
appointed shall act as Independent Counsel under Section 9(d) of this Agreement. Upon the due commencement of any
judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall be discharged
and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then
prevailing). Any expenses incurred by or in connection with the appointment of Independent Counsel shall be borne by the Company
(irrespective of the Determination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.


 






    


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(f)               
Consequences of Determination; Remedies of Indemnitee. The Company shall be bound by and shall have no right to challenge
a Favorable Determination (as hereinafter defined). If an Adverse Determination is made, or if for any other reason the Company does not
make timely indemnification payments or advances of Expenses, Indemnitee shall have the right to commence a Proceeding before a court
of competent jurisdiction to challenge such Adverse Determination and/or to require the Company to make such payments or advances (and
the Company shall have the right to defend its position in such Proceeding and to appeal any adverse judgment in such Proceeding). Indemnitee
shall be entitled to be indemnified for all Expenses incurred in connection with such a Proceeding and to have such Expenses advanced
by the Company in accordance with Section 8 of this Agreement. If Indemnitee fails to challenge an Adverse Determination within
twenty (20) business days, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld by a final
judgment of a court of competent jurisdiction from which no appeal can be taken, then, to the extent and only to the extent required by
such Adverse Determination or final judgment, the Company shall not be obligated to indemnify Indemnitee under this Agreement.


 


(g)              
Presumptions; Burden and Standard of Proof. The parties intend and agree that, to the extent permitted by law, in connection
with any Determination with respect to Indemnitee’s entitlement to indemnification hereunder by any person, including a court:


 


(i)             it will be presumed that Indemnitee is entitled to indemnification under this Agreement (notwithstanding any Adverse Determination),
and the Company or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection
with the making by any person, persons or entity of any determination contrary to that presumption;


 


(ii)            the
termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that Indemnitee’s conduct was unlawful;


 


(iii)           Indemnitee
will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company,
including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of
directors of the Company, or on the advice of legal counsel or other advisors (including financial advisors and accountants) for the
Company or on information or records given in reports made to the Company by an independent certified public accountant or by an
appraiser or other expert or advisor selected by the Company; and


 






    


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(iv)           the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or relevant enterprises
will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder.


 


The provisions of this Section 9(g) shall
not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement.


 


10.             
Remedies of Indemnitee.


 


(a)              
In the event that (i) a determination is made pursuant to Section 9(d) of this Agreement that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8
and Section 9(c)(i) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made
pursuant to Section 9(d) of this Agreement within twenty (20) days after receipt by the Company of the request for indemnification,
(iv) payment of indemnification is not made pursuant to Section 5, 6 or 7 of this Agreement within five
(5) business days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3
or 4 of this Agreement is not made within five (5) business days after a determination has been made that Indemnitee is entitled
to indemnification, or (vi) the Company or any other person takes or threatens to take any action to declare this Agreement void
or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee the benefits
provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his entitlement
to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted
by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association in New York (or JAMS in New
York, if requested by Indemnitee). The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b)              
In the event that a determination shall have been made pursuant to Section 9(d) of this Agreement that Indemnitee is
not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted
in all respects as a de novo trial, or arbitration, on the merits, in which (i) Indemnitee shall not be prejudiced by reason
of that adverse determination, and (ii) the Company shall bear the burden of establishing that Indemnitee is not entitled to indemnification.


 


(c)               If
a determination shall have been made pursuant to Section 9(d) of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to
this Section 10, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary
to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under Delaware corporate law.


 






    


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(d)              
The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


11.             
Insurance; Subrogation; Other Rights of Recovery, etc.


 


(a)              
The Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance
companies with A.M. Best ratings of “A” or better, providing Indemnitee with coverage for any liability asserted against,
and incurred by, Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, or arising out of Indemnitee’s
status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability. Such insurance policies
shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director
and/or officer of the Company. If the Company has such insurance in effect at the time it receives from Indemnitee any notice of the commencement
of an action, suit, proceeding or other claim, the Company shall give prompt notice of the commencement of such action, suit, proceeding
or other claim to the insurers and take such other actions in accordance with the procedures set forth in the policy as required or appropriate
to secure coverage of Indemnitee for such action, suit, proceeding or other claim. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding
or other claim in accordance with the terms of such policy.


 


(b)              
In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee against any other Convey Entity, and Indemnitee hereby agrees, as a condition to obtaining
any advancement or indemnification from the Company, to assign the Company all of Indemnitee’s rights to obtain from such other
Convey Entity such amounts to the extent that they have been paid by the Company to or for the benefit of Indemnitee as advancement or
indemnification under this Agreement and are adequate to indemnify Indemnitee with respect to the costs, Expenses or other items to the
full extent that Indemnitee is entitled to indemnification or other payment hereunder; and Indemnitee will (upon request by the Company)
execute all papers required and use reasonable best efforts to take all action reasonably necessary to secure such rights, including execution
of such documents as are necessary to enable the Company to bring suit or enforce such rights.


 


(c)               The
Company hereby acknowledges that the rights to indemnification, advancement of expenses and/or insurance provided pursuant to this
Agreement may also be provided to certain Indemnitees by one or more of their respective affiliates (other than the Convey Entities)
or their insurers (collectively, and including, in the case of TPG Global, LLC, each of its partners, shareholders, members,
affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees and agents and
each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers,
controlling persons, employees and agents of each of the foregoing, the “Affiliate Indemnitors”). The Company
hereby agrees that, as between the Company, on the one hand, and the Affiliate Indemnitors, on the other hand, (i) the Company
is the full indemnitor of first resort and the Affiliate Indemnitors are the full indemnitors of second resort with respect to all
such indemnifiable claims against such Indemnitees, whether arising under this Agreement or otherwise (i.e., the obligations of the
Company to such Indemnitees are primary and any obligation of the Affiliate Indemnitors to advance expenses or to provide
indemnification for the same expenses or liabilities incurred by such Indemnitees are secondary), (ii) upon receipt by the
Company of an undertaking by or on behalf of such Indemnitees to repay such amount if it shall be determined that Indemnitee is not
entitled to be indemnified as authorized by this Agreement or otherwise, the Company shall be required to advance the full amount of
expenses incurred by such Indemnitees and shall be liable for the full amount of all expenses, judgments, penalties, fines and
amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement (or any other agreement
between the Company and such Indemnitees), without regard to any rights such Indemnitees may have against the Affiliate Indemnitors
and (iii) the Company irrevocably waives, relinquishes and releases the Affiliate Indemnitors from any and all claims against
the Affiliate Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company agrees to
indemnify the Affiliate Indemnitors directly for any amounts that the Affiliate Indemnitors pay as indemnification or advancement on
behalf of any such Indemnitee and for which such Indemnitee may be entitled to indemnification from the Company in connection with
serving as a director and/or officer of the Company. The Company further agrees that no advancement or payment by the Affiliate
Indemnitors on behalf of any such Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the
Company shall affect the foregoing and the Affiliate Indemnitors shall be subrogated to the extent of such advancement or payment to
all of the rights of recovery of such Indemnitee against the Company, and the Company shall cooperate with the Affiliate Indemnitors
in pursuing such rights.


 






    


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(d)              
Except as provided in Section 11(c), the Company shall not be liable to pay or advance to Indemnitee any amounts otherwise
indemnifiable under this Agreement or under any other indemnification agreement if, and to the extent that, Indemnitee has otherwise actually
received such payment under any insurance policy, contract, agreement or otherwise.


 


(e)              
The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of or relating to Indemnitee’s
service at the request of the Company as a director, officer, employee, fiduciary, trustee, representative, partner or agent of any other
Convey Entity shall be reduced by any amount Indemnitee has actually received as payment of indemnification or advancement of Expenses
from such other Convey Entity, except to the extent that such indemnification payments and advance payment of Expenses when taken together
with any such amount actually received from other Convey Entities or under director and officer insurance policies maintained by one or
more Convey Entities are inadequate to fully pay all costs, Expenses or other items to the full extent that Indemnitee is otherwise entitled
to indemnification or other payment hereunder.


 


(f)                Except
as provided in Sections 11(c), 11(d) and 11(e) of this Agreement, the rights to indemnification and
advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at
any time, whenever conferred or arising, be entitled under applicable Delaware corporate law, under the Convey Entities’
organizational documents, or under any other agreement, vote of stockholders or resolution of directors of any Convey Entity, or
otherwise. Indemnitee’s rights under this Agreement are present contractual rights that fully vest upon Indemnitee’s
first service as a director and/or officer of the Company. The Parties hereby agree that Sections 11(c), 11(d) and 11(e)
of this Agreement shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or
advancement provided to Indemnitee under any other contract, agreement or document with any Convey Entity.


 






    


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(g)              
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee
under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such
amendment, alteration or repeal. To the extent that a change in the General Corporation Law of the State of Delaware (or other applicable
law), whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently
under the Convey Entities’ organizational documents and this Agreement, it is the intent of the parties hereto that Indemnitee enjoy
by this Agreement the greater benefits so afforded by such change. No change in applicable law shall have the effect of reducing the benefits
available to Indemnitee hereunder based on Delaware law as in effect on the date hereof or as such benefits may improve as a result of
amendments to Delaware law that become effective after the date hereof. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 


12.             
Employment Rights; Successors; Third Party Beneficiaries.


 


(a)              
This Agreement shall not be deemed an employment contract between the Company and Indemnitee. This Agreement shall continue in
force as provided above after Indemnitee has ceased to serve as a director and/or officer of the Company or any other Corporate Status.


 


(b)              
This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and
Indemnitee’s heirs, executors and administrators. If the Company or any of its successors or assigns shall (i) consolidate
with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation
or merger or (ii) transfer all or substantially all of its properties and assets to any individual, corporation or other entity,
then, and in each such case, proper provisions shall be made so that the successors and assigns of the Company shall assume all of the
obligations set forth in this Agreement.


 


(c)              
The Affiliate Indemnitors are express third party beneficiaries of this Agreement, are entitled to rely upon this Agreement, and
may specifically enforce the Company’s obligations hereunder (including but not limited to the obligations specified in Section 11
of this Agreement) as though a party hereunder.


 


13.              Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation,
each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is
not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (ii) such provision or
provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the
intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent
manifested thereby.


 






    


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14.             
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement
and except as provided in Section 7(a) of this Agreement or as may otherwise be agreed by the Company, Indemnitee shall not
be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee (other
than a Proceeding by Indemnitee (i) by way of defense or counterclaim or other similar portion of a Proceeding, (ii) to enforce
any other rights of Indemnitee to indemnification, advancement or contribution from the Company under this Agreement, or under any other
contract, bylaws or charter or under statute or other law, including any rights under Section 145 of the Delaware General Corporation
Law, or (iii) after a Change in Control), unless the bringing of such Proceeding or making of such claim shall have been approved
by the Board of Directors or similar governing body of the Company.


 


15.              
Definitions. For purposes of this Agreement:


 


(a)              
“Board of Directors” means the board of directors of the Company.


 


(b)              
“Bylaws” means, in each case, the bylaws or similar governing document of the relevant entity as amended from
time to time.


 


(c)              
“Certificate of Incorporation” means, in each case, the certificate of incorporation, articles of incorporation
or similar constituting document of the relevant entity as amended from time to time.


 


(d)               “Change
in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other
than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly
or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company,
is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding
Voting Securities (as hereinafter defined), or (ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors or
nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the
Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders
of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in
one transaction or a series of transactions) of all or substantially all of the Company’s assets.


 






    


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(e)              
“Convey Entity” means the Company, any of its subsidiaries and any other corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise with respect to which Indemnitee serves as a director, officer,
employee, partner, representative, fiduciary, trustee or agent, or in any similar capacity, at the request of the Company.


 


(f)               
“Corporate Status” describes the status of a person by reason of such person’s past, present or future
service as a director, officer, employee, fiduciary, trustee or agent of the Company (including, without limitation, one who serves at
the request of the Company as a director, officer, employee, fiduciary, trustee or agent of any other Convey Entity), in all cases whether
or not Indemnitee is acting or serving in any such capacity or has such status at the time any Expenses are incurred for which indemnification,
advancement or any other right can be provided by this Agreement.


 


(g)              
“Determination” means a determination that either (i) there is a reasonable basis for the conclusion that
indemnification of Indemnitee is proper in the circumstances because Indemnitee met a/the particular standard(s) of conduct (a “Favorable
Determination”) or (ii) there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in
the circumstances because Indemnitee met a/the particular standard(s) of conduct (an “Adverse Determination”). An Adverse
Determination shall include the decision that a Determination was required in connection with indemnification and the decision as to the
applicable standard of conduct.


 


(h)              
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee and does not otherwise have an interest materially adverse to any interest of
Indemnitee.


 


(i)                 “Expenses”
shall mean all direct and indirect costs, fees and expenses of any type or nature whatsoever and shall specifically include, without
limitation, all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees
and costs, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any
federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this
Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection
with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness, in, or otherwise
participating in, a Proceeding or an appeal resulting from a Proceeding, including, but not limited to, the premium for appeal
bonds, attachment bonds or similar bonds and all interest, assessments and other charges paid or payable in connection with or in
respect of any such Expenses, and shall also specifically include, without limitation, all reasonable attorneys’ fees and all
other expenses incurred by or on behalf of Indemnitee in connection with preparing and submitting any requests or statements for
indemnification, advancement, contribution or any other right provided by this Agreement. Expenses, however, shall not include
amounts of judgments or fines against Indemnitee.


 






    


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(j)                
“Independent Counsel” means, at any time, any law firm, or a member of a law firm, that (i) is experienced
in matters of corporation law and (ii) is not, at such time, or has not been in the five years prior to such time, retained to represent:
(A) any Convey Entity or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee
under this Agreement, or of other indemnities under similar indemnification agreements), or (B) any other party to the Proceeding
giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall
not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company
agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against
any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto and
to be jointly and severally liable therefor.


 


(k)              
“Proceeding” includes any actual, threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation (formal or informal), inquiry, administrative hearing or any other actual, threatened, pending or
completed proceeding, whether brought by or in the right of any Convey Entity or otherwise and whether civil, criminal, administrative
or investigative in nature, in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise, by reason of Indemnitee’s
Corporate Status or by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as director,
officer, employee, fiduciary, trustee or agent of any Convey Entity (in each case whether or not Indemnitee is acting or serving in any
such capacity or has such status at the time any liability or expense is incurred for which indemnification or advancement of Expenses
can be provided under this Agreement). If Indemnitee believes in good faith that a given situation may lead to or culminate in the institution
of a Proceeding, this shall be considered a Proceeding under this paragraph.


 


(l)               “Voting Securities” means any securities of the Company that vote generally in the election of directors.


 


16.             
Construction. Whenever required by the context, as used in this Agreement the singular number shall include the plural,
the plural shall include the singular, and all words herein in any gender shall be deemed to include (as appropriate) the masculine, feminine
and neuter genders.


 


17.              Reliance.
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director and/or officer of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving as a director and/or officer of the Company.


 






    


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18.             
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in
a writing identified as such by all of the parties hereto. Except as otherwise expressly provided herein, the rights of a party hereunder
(including the right to enforce the obligations hereunder of the other parties) may be waived only with the written consent of such party,
and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.


 


19.             
Notice Mechanics. All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed
to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall
have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date
on which it is so mailed:


 


	 	(a)	
    If to Indemnitee to:
	 	 	 
	 	 	[DIRECTOR/OFFICER
    CONTACT INFORMATION]
	 	 	 
	 	(b)	If
    to the Company, to:
	 	 	 
	 	 	Convey
    Holding Parent, Inc.
	 	 	100
    SE 3rd Avenue, 26th Floor
	 	 	Fort
Lauderdale, FL 33394
 Attn: Timothy Fairbanks

           Amy Shook
	 	 	 
	 	 	with
    a copy to:
	 	 	 
	 	 	Cravath,
    Swaine & Moore LLP
	 	 	825
    Eighth Avenue
	 	 	New
    York, NY 10019
 Attn: William V. Fogg
	 	 	          Michael
    E. Mariani




 


or to such other address as may have been furnished (in the manner
prescribed above) as follows: (a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee to the Company
and (b) in the case of a change in address for notices to the Company, furnished by the Company to Indemnitee.


 


20.              Contribution.
To the fullest extent permissible under Delaware corporate law, if the indemnification provided for in this Agreement is unavailable
to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by
Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably
incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is
deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative
benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding;
and/or (ii) the relative fault of the Company (and its other directors, officers, employees and agents) and Indemnitee in
connection with such event(s) and/or transaction(s).


 






    


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21.             
Governing Law; Submission to Jurisdiction; Appointment of Agent for Service of Process. This Agreement and the legal relations
among the parties shall, to the fullest extent permitted by law, be governed by, and construed and enforced in accordance with, the laws
of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally
(i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of
Chancery of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United
States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for
purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying
of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that
any such action or proceeding brought in the Delaware Court has been brought in an improper or otherwise inconvenient forum.


 


22.             
Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


23.             
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed
to be an original but all of which together shall constitute one and the same Agreement.


 


[Remainder of Page Intentionally Blank]


 






    


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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day and year first above written.


 


	 	Convey Holding Parent, Inc.,
	 	 
	 	by  
	 	 	 
	 	   	Name:
	 	 	Title:



 


	 	Indemnitee,
	 	 
	 	by  
	 	 	 
	 	 	Name:   [NAME OF INDEMNITEE]
	 	 	Title:



 


[Signature
Page to Indemnification Agreement]