Exhibit 10.7


 


INDEMNIFICATION AGREEMENT


THIS INDEMNIFICATION
AGREEMENT (this “Agreement”) is made and entered into as of [●], 2020, between Paya Holdings Inc., a Delaware
corporation (the “Company”), and [            ]
(“Indemnitee”).


WHEREAS, highly
competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they
are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions
against them arising out of their service to and activities on behalf of the corporation;


WHEREAS, the Board
of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the
Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread
practice among United States-based corporations and other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At
the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly
subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been
brought only against the corporation or business enterprise itself. The Bylaws of the Company (as amended or restated, the “Bylaws”)
require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant
to the General Corporation Law of the State of Delaware (“DGCL”). The Bylaws and the DGCL expressly provide
that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered
into between the Company and members of the Board, officers of the Company and other persons with respect to indemnification;


WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


WHEREAS, the Board
has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the
Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such
protection in the future;


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such
persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue
concern that they will not be so indemnified;


WHEREAS, this Agreement
is a supplement to and in furtherance of the Bylaws and any resolutions adopted pursuant thereto, as well as any rights of Indemnitee
under any director’s or officer’s liability insurance policy, and this Agreement shall not be deemed a substitute therefor,
nor to diminish or abrogate any rights of Indemnitee thereunder; [and]






    	 



     


    

 


WHEREAS, Indemnitee
does not regard the protections available under the Bylaws and insurance as adequate in the present circumstances, and may not
be willing to serve or continue to serve as an officer or director without adequate protection, and the Company desires Indemnitee
to serve or continue to serve in such capacity; Indemnitee is willing to serve, continue to serve and take on additional service
for or on behalf of the Company on the condition that Indemnitee be so indemnified[.][; and]


[WHEREAS, Indemnitee
has certain rights to indemnification and/or insurance provided by GTCR (“GTCR”) or affiliates of GTCR which
Indemnitee and GTCR intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein,
with the Company’s acknowledgment of and agreement to the foregoing being a material condition to Indemnitee’s willingness
to serve on the Board.]1


NOW, THEREFORE,
in consideration of Indemnitee’s agreement to serve as a director or officer from and after the date hereof, the parties
hereto agree as follows:


1.       Indemnity
of Indemnitee. Subject to the provisions of Section 9, the Company hereby agrees to hold harmless and indemnify Indemnitee
to the fullest extent permitted by law, as such may be amended from time to time, if Indemnitee was or is, or is threatened to
be made, a party to, or otherwise becomes involved in, any Proceeding (as hereinafter defined) by reason of Indemnitee’s
Corporate Status (as hereinafter defined). In furtherance of the foregoing indemnification, and without limiting the generality
thereof:


(a)       Proceedings
other than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section l(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made,
a party to or participant, or otherwise becomes involved in, in any Proceeding (as hereinafter defined) other than a Proceeding
by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses,
judgments, penalties, fines and amounts paid in settlement 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, and with respect to any criminal Proceeding,
had no reasonable cause to believe Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall
provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including,
without limitation, any indemnification provided by the Certificate of Incorporation, the Bylaws, vote of the Company’s stockholders
or Disinterested Directors or otherwise.


 


(b)       Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section
1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant
in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding
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; provided, however, if applicable law so provides, no indemnification against such Expenses shall
be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by
a court to be liable to the Company unless and only to the extent that the court in which the Proceeding was brought shall determine,
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that Indemnitee
is fairly and reasonably entitled to indemnification.


 


 






1       NTD:
Bracketed language to be included in form for GTCR directors.



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(c)       Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to or participant in and is successful, on the merits
or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, Indemnitee shall be indemnified
to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in 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 indemnify 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. For purposes of this Section 1(c) 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 such claim, issue or matter.


(d)       Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some
or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for
the portion thereof to which Indemnitee is entitled.


2.       Additional
Indemnity. In addition to, and without regard to any limitations on the indemnification provided for in Section 1 of
this Agreement, the Company shall and hereby does, to the fullest extent permitted by applicable law, indemnify and hold harmless
Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, in connection with any Proceeding
(including a Proceeding by or in the right of the Company) that Indemnitee is, or is threatened to made, a party to, or participant
in. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement, other than those set
forth in Section 9 hereof, shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally
determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.


3.       Contribution.


(a)       Whether
or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending
or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the
fullest extent permitted by applicable law, the Company shall pay, in the first instance, the entire amount of any judgment or
settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby
waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not, without the Indemnitee’s
prior written consent, enter into any such settlement of any Proceeding (in whole or in part) unless such settlement (i) provides
for a full and final release of all claims asserted against Indemnitee and (ii) does not impose any Expense, judgment, fine, penalty
or limitation on Indemnitee.


(b)       Without
diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed Proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), to the fullest
extent permitted by applicable law, the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by
the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee
(or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction
from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis
of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the
Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee
(or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with
the events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations
which the law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company,
other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and
Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were
motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree
to which their conduct is active or passive.






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


4.       Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable
law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness, is made (or asked) to respond
to discovery requests, or is otherwise asked to participate, in any Proceeding to which Indemnitee is not a party, Indemnitee shall
be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
therewith.


5.       Advancement
of Expenses. Notwithstanding any other provision of this Agreement (other than Section 7(d)), the Company shall advance,
to the extent not prohibited by law, all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding (or
part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board
as provided in Section 9(d), within thirty (30) days after the receipt by the Company of a statement or statements from
Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.
Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. Any advances pursuant to this Section
5 shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses
and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.
In accordance with Section 7(d) hereof, advances shall include any and all reasonable Expenses incurred pursuing an action
to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support
the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement,
which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without interest)
by the Company pursuant to this Section 5, if and only to the extent that it is ultimately determined that Indemnitee is not entitled
to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. This
Section 5 shall not apply to claim by Indemnitee for Expenses in a matter for which indemnity and advancement of Expenses
is excluded pursuant to Section 9 hereof.






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6.       Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


(a)       To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and
to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request
for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing,
any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not
relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially
prejudices the interests of the Company.


(b)       Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods,
which shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors (as hereinafter defined), even
though less than a quorum; (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors,
even though less than a quorum; (3) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (4) if so directed by the Board,
by the stockholders of the Company; provided, however, that if a Change in Control has occurred, the determination
with respect to Indemnitee’s entitlement to indemnification shall be made by Independent Counsel.


(c)       In
the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall
be selected as provided in this Section 6(c). If a Change in Control shall not have occurred, the Independent Counsel shall
be selected by the Board, and the Company shall give written notice to the Indemnitee advising Indemnitee of the identity of the
Independent Counsel so selected . If a Change in Control shall have occurred, the Independent Counsel shall be selected Indemnitee
(unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply),
and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected . 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 given, 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 (as defined below), 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 the Chancery Court of the State of Delaware (the “Delaware Court”)
has determined that such objection is without merit . If (i) an Independent Counsel is to make the determination of entitlement
pursuant to this Section 6, and (ii) within 20 days after submission by Indemnitee of a written request for indemnification
pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected (including as a result of an objection
to the selected Independent Counsel), either the Company or Indemnitee may petition the Delaware Court or other court of competent
jurisdiction for resolution of any objection which shall have been made by Indemnitee to the Company’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 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel
incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay
all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such
Independent Counsel was selected or appointed.


(d)       In
making a determination with respect to entitlement to indemnification hereunder, the Person making such determination shall to
the fullest extent permitted by law presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking
to overcome this presumption shall have the burden of proof to overcome such presumption. Neither the failure of the Company (including
by its 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 its 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.






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(e)       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
(as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports
made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee
of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee
has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear
and convincing evidence.


(f)       If
the Person empowered or selected under this Section 6 to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within sixty (60) 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 prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be
extended for a reasonable time, not to exceed an additional thirty (30) days, if the Person making such determination with respect
to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information
relating thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall not apply
if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) hereof
and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested
Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting
thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting
of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting
is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.


(g)       Indemnitee
shall cooperate with the Person making such determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such Person 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
making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


(h)       The
Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to
avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee
is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement
of such action, claim or proceeding with or without payment of money or other consideration) it shall to the fullest extent permitted
by law be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking
to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.






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(i)       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.


7.       Remedies
of Indemnitee.


(a)       In
the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii)
no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90)
days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made within ten (10)
days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have
been made pursuant to Section 6 of this Agreement, or (v) 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, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee
shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction,
of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. 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. 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 6(b) hereof that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 7 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 the adverse determination under Section
6(b) hereof. In any judicial proceeding or arbitration commenced pursuant to this Section 7, Indemnitee shall be presumed
to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled
to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence
any determination pursuant to Section 6(b) hereof adverse to Indemnitee for any purpose other than to establish its compliance
with the terms of this Agreement. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7,
Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 hereof 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).


(c)       If
a determination shall have been made pursuant to Section 6(b) hereof 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 7,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
misstatement not materially misleading, in connection with the application for indemnification, or (ii) a prohibition of such indemnification
under applicable law.






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(d)       In
the event that Indemnitee, pursuant to this Section 7, incurs costs, in a judicial or arbitration proceeding or otherwise,
attempting to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under
any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s
behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 12 hereof) actually
and reasonably incurred by Indemnitee in such efforts, regardless of whether Indemnitee ultimately is determined to be entitled
to such indemnification, advancement of expenses or insurance recovery, to the fullest extent permitted by applicable law. It is
the intent of the Company that, to the fullest extent permitted by applicable law, Indemnitee not be required to incur legal fees
or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement
by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended
to Indemnitee hereunder. The Company shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Expenses
in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this
Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company if Indemnitee
is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification
shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.


(e)       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 7 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)       Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding.


8.       Non-Exclusivity;
Survival of Rights; [Primacy of Indemnification;] Insurance; Subrogation.


(a)       The
rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive
of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation of the
Company (as amended or restated, the “Charter”), the Bylaws, any agreement, a vote of stockholders, a resolution
of directors or otherwise, of the Company and (ii) shall be interpreted independently of, and without reference to, any other such
rights to which Indemnitee may at any time be entitled. 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 DGCL,
whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Charter, Bylaws
and 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
Company shall, if commercially reasonable, obtain and maintain in effect during the entire period for which the Company is obligated
to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the
directors and officers 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. 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 officer or director under such
policy or policies. In all such insurance policies, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee
with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.
At the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company shall give prompt notice of the commencement
of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. 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 proceeding in accordance with the terms of such policies.


 






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(c)       [The
Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided
by GTCR and certain affiliates that, directly or indirectly, (i) are controlled by, (ii) control or (iii) are under common control
with, GTCR (collectively, the “Fund Indemnitors”). With respect to any amounts that are subject to indemnity
under this Agreement and also subject to an indemnity obligation owed by Fund Indemnitors, the Company hereby agrees (i) that,
as compared the Fund Indemnitors, it is the indemnitor of first resort with respect to any rights to indemnification provided to
Indemnitee herein (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses
or to provide indemnification for the same expenses or liabilities incurred by Indemnitee is secondary), (ii) that it shall
be required to advance the full amount of expenses incurred by Indemnitee 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 and the Charter or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard
to any rights Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases
the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of
any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee
with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund
Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the
rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third
party beneficiaries of the terms of this Section 8(c).]


(d)       [Except
as provided in Section 8(c) above,] in the event of any payment under this Agreement, the Company shall be subrogated to
the extent of such payment to all of the rights of recovery of Indemnitee [(other than against the Fund Indemnitors)], 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)       [Except
as provided in Section 8(c) above,] the Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable (or for which advancement of Expenses is provided) hereunder if and to the extent that Indemnitee has otherwise
actually received such payment under any insurance policy, contract, agreement or otherwise.


(f)       [Except
as provided in Section 8(c) above,] the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received
as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise.


9.       Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim involving Indemnitee:


(a)       for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; [provided, that
the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 8(c) above;] or


(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 (as hereinafter defined), or similar provisions of state statutory law or
common law; or






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(c)       for
reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee
from the sale of securities of the Company in each case as required under the Exchange Act (including any such reimbursements that
arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”) or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in connection with an accounting restatement
of the Company or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation
of Section 306 of the Sarbanes-Oxley Act);


(d)       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 Company has joined in or the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii)
such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee in any Proceeding
(or any part of any Proceeding), (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers
vested in the Company under applicable law, or (iv) the Proceeding is one to enforce Indemnitee’s rights under this Agreement
or;


(e) any reimbursement
of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board
or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange
listing requirements implementing Section 10D of the Exchange Act.


10.       Non−Disclosure
of Payments. Except as expressly required by applicable law, neither party shall disclose any payments under this Agreement
unless prior approval of the other party is obtained. If any payment information must be disclosed, the Company shall afford the
Indemnitee an opportunity to review all such disclosures and, if requested, to explain in such statement any mitigating circumstances
regarding the events to be reported.


11.       Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue until and terminate upon the later
of (i) ten (10) years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or a director,
officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which Indemnitee served at the request of the Company, and (ii) one (1) year after
the final termination of any Proceeding (including any rights of appeal thereto) in respect of which Indemnitee is granted rights
of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 7
hereof relating thereto (including any rights of appeal of any such Proceeding). Termination of this Agreement shall not adversely
affect any right or protection hereunder of any Indemnitee in respect of any Proceeding (regardless of when such Proceeding is
first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to the time of such
termination. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their
respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially
all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives and shall
continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise
at the Company’s request.






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12.       Definitions.
For purposes of this Agreement:


(a)       “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however,
that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company
approving a merger of the Company with another entity.


(b)       “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. Any Person (as defined below), other than [GTCR][GTCR,
LLC (“GTCR”)]2 and its
affiliates, is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities of the Company representing
more than 50% of the combined voting power of the Company’s then outstanding securities, unless the change in relative Beneficial
Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding
securities entitled to vote generally in the election of directors;


(ii)
Change in Board of Directors. During any period of two (2) consecutive years (not including
any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and
any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction
described in Section 12(b)(i), 12(b)(iii) or 12(b)(iv)) whose election 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 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 at least a majority of the members of the Board;


(iii)
 Corporate Transactions. The effective date of a merger or consolidation of the Company
with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving
entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board
of directors or other governing body of such surviving entity; and


(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, or, if such 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.


 





 



2
NTD: GTCR will already be defined only in agreements for GTCR directors.



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(c)       “Corporate
Status” describes the status of a person who is or was a director, officer, employee, trustee, partner, managing member,
agent or fiduciary of the Company, any direct or indirect subsidiary of the Company, or of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the request of the Company.


(d)       “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.


(e)       “Enterprise”
shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, employee,
agent or fiduciary.


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


(g)       “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
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, participating, or being or preparing to be a witness in
a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include
(i) Expenses incurred in connection with any appeal resulting from any Proceeding including without limitation the premium, security
for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent, (ii) 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,
and (iii) Expenses incurred in connection with recovery under any directors’ and officers’ liability insurance policies
maintained by the Company, regardless of whether Indemnitee is ultimately determined to be entitled to such indemnification, advancement
or Expenses or insurance recovery, as the case may be. The parties agree that for the purposes of any advancement of Expenses for
which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand
that are certified by affidavit of Indemnitee’s counsel as being reasonable in the good faith judgment of such counsel shall
be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the
amount of judgments or fines against Indemnitee.


(h)       “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
presently is, nor in the past five (5) 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 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.



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(i)       “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person
shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the
Company, and (iii) 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.


(j)       “Proceeding”
includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative, legislative, regulatory
or investigative (formal or informal), including any appeal therefrom, in which Indemnitee was, is or will be involved as a party,
a potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status, by reason of any action taken
by Indemnitee (or failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s party while
acting pursuant to Indemnitee’s Corporate Status; in each case whether or not Indemnitee is acting or serving in any 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; including a proceeding pending on or before the date of this Agreement, but excluding a proceeding
initiated by an Indemnitee pursuant to Section 7 hereof to enforce Indemnitee’s rights 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 definition.]


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, 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; (ii) such provision or provisions shall be deemed reformed to the fullest 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, 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. Without limiting the generality of
the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable
laws.


14.       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 or officer of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving or continuing to serve as a director or officer of the Company.


(b)       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; provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws,
any directors’ and officers’ insurance maintained by the Company and applicable law, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.






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(c)       The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company to expressly 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.


(d)       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 enforce this Agreement by seeking 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 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 undertaking
in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee
by the court, and the Company hereby waives any such requirement of such a bond or undertaking.


15.       Modification
and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. 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.


16.       Notice
By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving 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 covered hereunder. The failure to so notify the Company shall not relieve
the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that
such failure or delay materially prejudices the Company.


17.       Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient, and if not so confirmed, then on the next business day, (iii) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
shall be sent:      


	 	(a) 	To
Indemnitee at the address set forth below Indemnitee’s signature hereto.
	 	 	 
		(b)	To the Company at:
	 	 	303 Perimeter Center North
Suite 600
	 	 	Atlanta, Georgia 30346
	 	 	Attention: Chief Legal Officer












 


or to such other address
as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 






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18.       Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two
or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


19.       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.


20.       Governing
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 7 hereof, 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 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) appoint, to the extent such party is not otherwise subject to service of process
in the State of Delaware, irrevocably The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, 19801 as its
agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or
proceeding against such party with the same legal force and validity as if served upon such party personally within the State of
Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) 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.


 


[The
Remainder of This Page Is Intentionally Left Blank.]



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





 


	 	PAYA HOLDINGS
INC.
	 	 
	 	By: 	
	 	Name:

        Title:
	

	 	 	 
	 	INDEMNITEE
	 	 	 
	 	 
	 	Name:	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 



 



 


Signature
Page to Indemnification Agreement






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