Exhibit 10.7


 


INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made as of      , 2021 by and between
Blueprint Health Merger Corp., a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).


 


RECITALS


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for
the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who
serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent
permitted by applicable law;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Amended and Restated Certificate of Incorporation (the “Charter”)
and the Bylaws (the “Bylaws”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


 


WHEREAS, Indemnitee
may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires
Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf
of the Company on the condition that Indemnitee be so indemnified; and


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter
agreement dated as of      , 2021, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


1. SERVICES TO THE COMPANY. In consideration of the Company’s
covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or
any other capacity of any member of the Company Group, as applicable, for so long as Indemnitee is duly elected or appointed or retained
or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement
shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other
capacity of any member of the Company Group, as provided in Section 17. This Agreement, however, shall not impose any obligation
on Indemnitee or the Company to continue Indemnitee’s service to the Company Group beyond any period otherwise required by law or
by other agreements or commitments of the parties, if any.


 


2. DEFINITIONS. As used in this Agreement:


 


(a) References to “agent”
shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized
by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or
other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request
of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.


 


(b) The terms “Beneficial Owner”
and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act
(as defined below) as in effect on the date hereof.


 


(c) A “Change in Control”
shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:


 


(i) Acquisition of Stock by Third Party.
Other than an affiliate of Blueprint Health Merger Sponsor LLC (the “Sponsor”), any Person (as defined below) is or
becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined
voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the
change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate
number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved
in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of
this definition;


 






     


     


    

 


(ii) Change in Board of Directors. Individuals
who, as of the date hereof, constitute the Board, and any new director whose appointment by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on
the date hereof or whose appointment or nomination for election was previously so approved (collectively, the “Continuing Directors”),
cease for any reason to constitute a majority of the members of the Board;


 


(iii) Corporate Transactions. The effective
date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination:
(1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities of the Company entitled
to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly,
more than 51% of the combined voting power of the then outstanding securities of the surviving or resulting entity or the ultimate parent
entity that controls such surviving or resulting entity (the “Successor”) entitled to vote generally in the election
of directors of the Successor (including, without limitation, a corporation which as a result of such transaction owns the Company
or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially
the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in
the election of directors; (2) other than an affiliate of the Company, no Person (excluding any corporation resulting from such Business
Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities
entitled to vote generally in the election of directors of the successor except to the extent that such Person was the Beneficial Owner,
directly or indirectly, of 15% or more of the combined voting power of the Company prior to such Business Combination; and (3) a
majority of the board of directors (or comparable governing body) of the Successor were Continuing Directors at the time of the execution
of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;


 


(iv) Liquidation. The approval by the
stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition
by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables
or escrows due (or, if such stockholder approval is not required, the decision by the Board to proceed with such a liquidation, sale,
or disposition in one transaction or a series of related transactions); or


 


(v) Other Events. There occurs any other
event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor
rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether
or not the Company is then subject to such reporting requirement.


 


(d) “Corporate Status”
describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee
or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.


 


(e) “Delaware Court” shall
mean the Court of Chancery of the State of Delaware.


 


(f) “Disinterested Director”
shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification
is sought by Indemnitee.


 


(g) “Enterprise” shall
mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation
or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer,
trustee, general partner, managing member, fiduciary, employee or agent.


 






     


     


    

 


(h) “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.


 


(i)  “Expenses” shall
include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable
attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private
investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating
in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise
compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from
any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any
cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by
Indemnitee or the amount of judgments or fines against Indemnitee incurred in any Proceeding by or in the right of the Company.


 


(j) References to “fines”
shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at the request
of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties
on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants
or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of
the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed
to the best interests of the Company” as referred to in this Agreement.


 


(k) “Independent
Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and
that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any
matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) 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.


 


(l) The term “Person” shall
have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however,
that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any
employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any
trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the
Company or of 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.


 


(m) The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related
nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact of Indemnitee’s Corporate
Status, whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement,
or advancement of expenses can be provided under this Agreement but shall not include any Enforcement Proceeding pursuant to Section 14.


 


(n) The term “Subsidiary,”
with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of
which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.


 






     


     


    

 


3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest
extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions
of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent
or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor, by reason
of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and
exonerated against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect
of such Expenses) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or
any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s
conduct was unlawful.


 


4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.
To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with
the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness,
deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s
Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all
Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim,
issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4
in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction
to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.


 


5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR
PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section 26, to the extent that Indemnitee
was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise,
in defending any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the defending Company shall, to
the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably
incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in defense of such Proceeding (or part thereof)
but is successful, on the merits or otherwise, in defense of one or more but less than all claims, issues or matters in such Proceeding,
the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue
or matter. If Indemnitee is not wholly successful in defense of such Proceeding (or part thereof), the Company also shall, to the fullest
extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection
with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and
without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall
be deemed to be a successful result as to the defense of such claim, issue or matter.


 


6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding
any other provision of this Agreement except for Section 26, to the extent that Indemnitee is, by reason of Indemnitee’s
Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was not or is not a party or threatened to be made a party, Indemnitee
shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION
RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 26, the Company
shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to
or threatened to be made a party to any Proceeding against all Expenses and judgments, fines, penalties and amounts paid in settlement
in any Proceeding by or in the right of the Company to procure a judgment in its favor (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee in connection with the Proceeding.


 






     


     


    

 


8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


 


(a) To the fullest extent permissible under
applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee
in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall
pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid
or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such
payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 


(b) The Company shall not enter into any settlement
of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement
provides for a full and final release of all claims asserted against Indemnitee.


 


(c) The Company hereby agrees to fully indemnify,
hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the
Company other than Indemnitee who may be jointly liable with Indemnitee.


 


9. EXCLUSIONS. Notwithstanding any provision in this Agreement,
the Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment
in connection with any claim made against Indemnitee:


 


(a) for which payment has actually been received
by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except with respect to any excess
beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;


 


(b) for an accounting of profits made from
the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of
the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or


 


(c) except as otherwise provided in Sections
14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee,
including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees
or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the
Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the
Company under applicable law. Indemnitee shall seek payments or Advances from the Company only to the extent that such payments or Advances
are unavailable from any insurance policy of the Company covering Indemnitee.


 


10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


 


(a) Notwithstanding any provision of this
Agreement to the contrary, except for Section 26, and to the fullest extent not prohibited by applicable law, the Company
shall pay the Expenses incurred by Indemnitee in connection with any Proceeding within ten (10) days after the receipt by the Company
of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall,
to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made
without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be
indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses
incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a “Proceeding” in the definition
of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and forwarding statements to the
Company to support the advances claimed. This Agreement shall constitute Indemnitee’s undertaking to repay the advanced amounts
to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company
under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an
undertaking is required by applicable law. This Section 10(a) shall not apply to any Proceeding for which indemnity is
not permitted under Section 9 of this Agreement, but shall apply to any Proceeding referenced in Section 9(b) prior
to a final determination that Indemnitee is liable therefor.


 






     


     


    

 


(b) The Company will be entitled to participate
in the Proceeding at its own expense.


 


(c) The Company shall not settle any action,
claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without
Indemnitee’s prior written consent.


 


11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


(a) Indemnitee agrees to notify promptly the
Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating
to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement
of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which
it may have to Indemnitee under this Agreement, or otherwise.


 


(b) Indemnitee may deliver to the Company
a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may
be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his sole discretion. Following such a written
application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to
Section 12(a) of this Agreement.


 


12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


 


(a) A determination, if required by applicable
law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods:
(i) if no Change in Control has occurred (x) by a majority vote of the Disinterested Directors, even though less than a quorum
of the Board, (y) by a committee of Disinterested Directors, even though less than a quorum of the Board, or (z) if there are
no Disinterested Directors, or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which
shall be delivered to Indemnitee, or (ii) if a Change in Control has occurred, by Independent Counsel in a written opinion to the
Board, a copy of which shall be delivered to the Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any
determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification
has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten
(10) 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 costs or Expenses (including reasonable attorneys’ fees
and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne
by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees
to indemnify and to hold Indemnitee harmless therefrom.


 


(b) In the event the determination of entitlement
to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall
be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee
shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company
shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that
the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of
this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written
notice of selection shall have been received, deliver to the Company or to Indemnitee, 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 2 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 such 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 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof,
no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court
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 Delaware Court, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof.
Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) 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).


 






     


     


    

 


(c) The Company agrees to pay the reasonable
fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses,
claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a) In making a determination with respect
to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is
entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of
this Agreement, and the Company shall 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. Neither the failure of the Company (including by the Disinterested
Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that
indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination
by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b) If the person, persons or entity empowered
or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have
made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement
to indemnification shall, to the fullest extent permitted 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 final judicial
determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period
may be extended for a reasonable time, not to exceed an additional fifteen (15) 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.


 


(c) The termination of any Proceeding or of
any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
or 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 or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to
believe that Indemnitee’s conduct was unlawful.


 


(d) For purposes of any determination of good
faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account
of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of
the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board
or any director, trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise,
its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified
public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director,
trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be
exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard
of conduct set forth in this Agreement.


 






     


     


    

 


(e) The knowledge and/or actions, or failure
to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall
not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


14. REMEDIES OF INDEMNITEE.


 


(a) In the event that (i) a determination
is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,
(ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10
of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of
this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification
is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12(a) of this Agreement
within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a
timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Sections 3 or
4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification,
or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made
in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification,
hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s 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. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to
any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
Such adjudication or arbitration proceeding is referred to herein as “Enforcement Proceeding.”


 


(b) In the event that a determination shall
have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any Enforcement
Proceeding shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced
by reason of that adverse determination.


 


(c) In any Enforcement Proceeding, Indemnitee
shall be presumed to be entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses under this Agreement
and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive
advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to
Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences an Enforcement Proceeding, Indemnitee
shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made
with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


(d) If a determination shall have been made
pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound
by such determination in Enforcement Proceeding, 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.


 


(e) The Company shall be precluded from asserting
in Enforcement Proceeding 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.


 






     


     


    

 


(f) The Company shall indemnify and hold harmless
Indemnitee to the fullest extent permitted by law against all Expenses (assuming for purposes of this sentence that all references to
a Proceeding in the definition of Expenses were references to an Enforcement Proceeding) and, if requested by Indemnitee, shall (within
ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable
law, such Expenses which are incurred by Indemnitee in connection with any Enforcement Proceeding brought by Indemnitee: (i) to enforce
his rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement
or contribution agreement or provision of the Charter, or the Bylaws now or hereafter in effect; or (ii) for recovery or advances
under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee
ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance
recovery, as the case may be (unless such Enforcement Proceeding was not brought by Indemnitee in good faith).


 


(g) Interest shall be paid by the Company
to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates, or advances,
or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests
indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date
on which such payment is made to Indemnitee by or on behalf of the Company.


 


15. SECURITY. Notwithstanding anything herein to the contrary,
except for Section 26, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from
time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit,
funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written
consent of Indemnitee.


 


16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.


 


(a) The rights of Indemnitee as provided by
this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law,
the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. 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 Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising
out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment,
alteration or repeals, except as may otherwise be expressly set forth in such amendment, alteration or repeals and mutually agreed by
Indemnitee and the Company. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification,
hold harmless or exoneration rights or advancement of expenses than would be afforded currently under the Charter, the Bylaws or this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such
change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy
shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. 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.


 


(b) The Delaware General Corporation Law (the
 “DGCL”), the Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection
or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification
Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee
or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether
or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under
the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not
in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided
herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights
and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.


 






     


     


    

 


(c) To the extent that any member of the Company
Group maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing
members, fiduciaries, employees, or agents of the Company Group or of any other Enterprise which such person serves at the request of
the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of
the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under
such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party
or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company
shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The
Company shall thereafter take or cause to be taken all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee,
all amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 


(d) In the event of any payment under this
Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution
of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


(e) The Company’s obligation to indemnify,
hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director,
officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise.
Notwithstanding any other provision of this Agreement to the contrary except for Section 26, (i) Indemnitee shall
have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution
or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance
of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without
regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution
or insurance coverage rights against any person or entity other than the Company.


 


(f) To the extent Indemnitee has rights to
indemnification, advancement of expenses and/or insurance provided by the Sponsor or its affiliates as applicable, (i) the Company
shall be the indemnitor of first resort (i.e., that its obligations to Indemnitee are primary and any obligation of the Sponsor or its
affiliates, as applicable, to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee
are secondary), (ii) the Company shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable
for the full amount of all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments,
in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending
against any claim or alleged claim) to the extent legally permitted and as required by the terms of this Agreement, the Company’s
organizational documents or other agreement, without regard to any rights Indemnitee may have against the Sponsor or its affiliates, as
applicable, and (iii) the Company irrevocably waives, relinquishes and releases the Sponsor and its affiliates, as applicable, from
any and all claims against them for contribution, subrogation or any other recovery of any kind in respect thereof. No advancement or
payment by the Sponsor or its affiliates, as applicable, on behalf of Indemnitee with respect to any claim for which Indemnitee has sought
indemnification from the Company shall affect the foregoing, and the Sponsor and its affiliates, as applicable, shall have a right of
contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the
Company.


 


17. DURATION OF AGREEMENT. All agreements and obligations
of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director,
officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture,
trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so
long as Indemnitee shall be subject to any possible Proceeding or Enforcement Proceeding (including any rights of appeal thereto) by reason
of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense
is incurred for which indemnification or advancement can be provided under this Agreement.


 






     


     


    

 


18. SEVERABILITY. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability
of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence 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 and shall remain enforceable to the fullest extent permitted by law; (b) 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 (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation,
each portion of any Section, paragraph or sentence 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.


 


19. ENFORCEMENT AND BINDING EFFECT.


 


(a) 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,
officer or key employee of the Company Group, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as
a director, officer or key employee of the Company Group.


 


(b) Without limiting any of the rights of
Indemnitee under the Charter or Bylaws of the Company as they may be amended from time to time, this Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


(c) The indemnification, hold harmless, exoneration
and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties
hereto and their respective successors and permitted assigns (including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business and/or assets of the Company, but subject to such successor’s compliance
with Section 19(d)), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the
Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise
at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, permitted assigns, heirs,
devisees, executors and administrators and other legal representatives.


 


(d) The Company shall require and cause any
successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part,
of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no
such succession had taken place.


 


(e) The Company and Indemnitee agree herein
that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and
further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the
fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance
hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee
shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further
agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including
temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other security
in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or other security may be required of Indemnitee
by a court of competent jurisdiction. The Company hereby waives any such requirement of such a bond or other security to the fullest extent
permitted by law.


 


20. MODIFICATION AND WAIVER. No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any provision of
this Agreement shall be enforceable unless in writing and signed by the party against whom it is to be enforced. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver
constitute a continuing waiver.


 






     


     


    

 


21. NOTICES. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly given (i) if 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 (3rd) business day after the date on which it is so mailed:


 


(a) If to Indemnitee, at the address indicated
on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.


 


(b) If to the Company, to:


 


Blueprint Health Merger Corp.


200 Exchange Street


Providence, RI 02903

Attn: Rajiv Kumar


 


with a copy, which shall not constitute notice, to


 


Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attention: Tamar Donikyan, Esq.


 


or to any other address as may have been furnished to Indemnitee in
writing by the Company.


 


22. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement
and the legal relations among the parties shall 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. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of
this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree
that any action or proceeding arising out of or in connection with this Agreement shall be brought only in 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; (b) 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;
(c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) 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
inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree
that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21
or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.


 


23. IDENTICAL 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. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to
evidence the existence of this Agreement.


 


24. MISCELLANEOUS. Use of the masculine pronoun shall be
deemed to include usage of the feminine pronoun where appropriate. 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.


 


25. ADDITIONAL ACTS. If for the validation of any of the
provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the
Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the
Company to fulfill its obligations under this Agreement.


 






     


     


    

 


26. WAIVER OF CLAIMS TO TRUST ACCOUNT. Indemnitee hereby
agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies
in the trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders
of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services
provided to the Company and will not seek recourse against such trust account for any reason whatsoever.


 


27. MAINTENANCE OF INSURANCE. The Company shall use commercially
reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee
under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company
with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations
under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum
extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee
shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most
favorably insured of the Company’s directors and officers.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Indemnity Agreement to be signed as of the day and year first above written.


 


	 	BLUEPRINT HEALTH MERGER CORP.
	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 
	 	INDEMNITEE
	 
	 	By:	 
	 	 	Name:


 


[Signature Page to Indemnity Agreement]