Exhibit 10.9


 


DIRECTOR AND OFFICER


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (this “Agreement”)
is entered into as of the second day of December, 2021 (the “Effective Date”), by and between Hagerty, Inc., a
Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).


 


RECITALS


 


A.            The
Company is aware that competent and experienced persons are increasingly reluctant to serve or continue serving as directors or officers
of companies unless they are protected by comprehensive liability insurance and adequate indemnification due to the increased exposure
to litigation costs and risks resulting from service to such companies that often bear no relationship to the compensation of such directors
or officers.


 


B.            The
statutes and judicial decisions regarding the duties of directors and officers are often insufficient to provide directors and officers
with adequate, reliable knowledge of the legal risks to which they are exposed or the manner in which they are expected to execute their
fiduciary duties and responsibilities.


 


C.            The
Company and the Indemnitee recognize that plaintiffs often seek damages in such large amounts, and the costs of litigation may be so great
(whether or not the claims are meritorious), that the defense and/or settlement of such litigation can create an extraordinary burden
on the personal resources of directors and officers.


 


D.            The
board of directors of the Company has concluded that, to attract and retain competent and experienced persons to serve as directors and
officers of the Company, it is not only reasonable and prudent but necessary to promote the best interests of the Company and its stockholders
for the Company to contractually indemnify its directors and certain of its officers in the manner set forth herein, and to assume for
itself liability for expenses and damages in connection with claims against such directors and officers in connection with their service
to the Company as provided herein.


 


E.             Section 145
of the General Corporation Law of Delaware (the “DGCL”) permits the Company to indemnify and advance defense costs
to its officers and directors and to indemnify and advance expenses to persons who serve at the request of the Company as directors, officers,
employees, or agents of other corporations or enterprises.


 


F.             The
Company desires and has requested the Indemnitee to serve or continue to serve as a director and/or officer of the Company, and the Indemnitee
is willing to serve, or to continue to serve, as a director and/or officer of the Company if the Indemnitee is furnished the indemnity
provided for herein by the Company.


 






     


     


    

 


NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants and agreements set forth below, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


1.              Definitions.
For purposes of this Agreement, the following terms shall have the corresponding meanings set forth below.


 


“Change
in Control” means each of the following, occurring after the Effective Date:


 


(i) The date any Person or any
group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities
and Exchange Act of 1934, or any successor provisions thereto, other than a Qualified Stockholder (as defined in the Company’s Third
Amended and Restated Certificate of Incorporation) becomes the “Beneficial Owner,” as such term is defined in Rule 13d-3
promulgated under the Exchange Act, of more than 50% of the combined voting power of the Company’s outstanding shares, other than
beneficial ownership by (A) the Company or any subsidiary of the Company, (B) any employee benefit plan of the Company or any
subsidiary of the Company or (C) any entity of the Company for or pursuant to the terms of any such plan. Notwithstanding the foregoing,
a Change in Control shall not occur as the result of an acquisition of outstanding shares of the Company by the Company which, by reducing
the number of shares outstanding, increases the proportionate number of shares beneficially owned by a Person to more than 50% of the
shares of the Company then outstanding; or


 


(ii)  The date the Company consummates
a merger or consolidation with another entity, or engages in a reorganization with or a statutory share exchange or an exchange offer
for the Company’s outstanding voting stock of any class with another entity or acquires another entity by means of a statutory share
exchange or an exchange offer, or engages in a similar transaction; provided that no Change in Control shall have occurred by reason of
this paragraph unless either:


 


(A)  the stockholders of the Company
immediately prior to the consummation of the transaction would not, immediately after such consummation, as a result of their beneficial
ownership of voting stock of the Company immediately prior to such consummation (I) be the Beneficial Owners, directly or indirectly,
of securities of the resulting or acquiring entity entitled to elect a majority of the members of the board of directors or other governing
body of the resulting or acquiring entity; and (II) be the Beneficial Owners of the resulting or acquiring entity in substantially
the same proportion as their beneficial ownership of the voting stock of the Company immediately prior to such transaction; or


 


(B) those persons who were directors
of the Company immediately prior to the consummation of the proposed transaction would not, immediately after such consummation, constitute
a majority of the directors of the resulting entity.


 






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(iii) The date of the sale or disposition,
in one or a series of related transactions, of all or substantially all of the assets of the Company to any Person (as defined in paragraph
(i) above) other than an affiliate of the Company (meaning any corporation that is part of a controlled group within the meaning
of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended); or


 


(iv) The date the number of duly
elected and qualified directors of the Company who were not either elected by the Company’s board of directors or nominated by the
Company’s board of directors or its nominating/governance committee for election by the stockholders shall constitute a majority
of the total number of directors of the Company as fixed by its bylaws.


 


The Reviewing Party (as defined below)
shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control
of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental
matters relating thereto.


 


“Claim”
means a claim or action asserted by a Person in a Proceeding or any other written demand for relief in connection with or arising from
an Indemnification Event.


 


“Covered
Entity” means (i) the Company, (ii) any subsidiary of the Company or (iii) any other Person for which Indemnitee
is or was or may be deemed to be serving, at the request of the Company or any subsidiary of the Company, as a director, officer, employee,
controlling person, agent or fiduciary.


 


“Disinterested
Director” means, with respect to any determination contemplated by this Agreement, any Person who, as of the time of such determination,
is a member of the Company’s board of directors but is not a party to any Proceeding then pending with respect to any Indemnification
Event.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 






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“Expenses”
means any and all out-of-pocket fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing costs, binding costs, telephone charges, postage and delivery service fees and all other disbursements or
expenses of any type or nature whatsoever reasonably incurred by Indemnitee (including, subject to the limitations set forth in Section 3(c) below,
reasonable attorneys’ fees) in connection with or arising from an Indemnification Event, including, without limitation: (i) the
investigation or defense of a Claim; (ii) being, or preparing to be, a witness or otherwise participating, or preparing to participate,
in any Proceeding; (iii) furnishing, or preparing to furnish, documents in response to a subpoena or otherwise in connection with
any Proceeding; (iv) any appeal of any judgment, outcome or determination in any Proceeding (including, without limitation, any premium,
security for and other costs relating to any cost bond, supersedeas bond or any other appeal bond or its equivalent); (v) establishing
or enforcing any right to indemnification under this Agreement (including, without limitation, pursuant to Section 2(c) below),
the DGCL or otherwise, regardless of whether Indemnitee is ultimately successful in such action, unless as a part of such action, a court
of competent jurisdiction over such action determines that each of the material assertions made by Indemnitee as a basis for such action
was not made in good faith or was frivolous; (vi) Indemnitee’s defense of any Proceeding instituted by or in the name of the
Company under this Agreement to enforce or interpret any of the terms of this Agreement (including, without limitation, costs and expenses
incurred with respect to Indemnitee’s counterclaims and cross-claims made in such action); (vii) 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, and
(viii) 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, including all interest, assessments and other charges paid or payable with respect to such payments. For purposes
of clarification, Expenses shall not include Losses.


 


An “Indemnification
Event” shall be deemed to have occurred if Indemnitee was or is or becomes, or is threatened to be made, a party to or witness
or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in
connection with, any Proceeding by reason of the fact that Indemnitee is or was or may be deemed a director, officer, employee, controlling
person, agent or fiduciary of any Covered Entity, or by reason of any action or inaction on the part of Indemnitee while serving in any
such capacity.


 


“Independent
Legal Counsel” means an attorney or firm of attorneys that is experienced, knowledgeable and qualified in matters of corporate
law, or such other specialty as required by the matter in question, and neither presently is, nor in the thirty-six (36) months prior
to such designation has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or
(ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.


 


“Losses”
means any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type
whatsoever incurred by Indemnitee in connection with or arising from an Indemnification Event. For purposes of clarification, Losses shall
not include Expenses.


 


“Organizational
Documents” means any and all organizational documents, charters or similar agreements or governing documents, including, without
limitation, (i) with respect to a corporation, its certificate of incorporation and bylaws, (ii) with respect to a limited liability
company, its operating agreement, and (iii) with respect to a limited partnership, its partnership agreement.


 






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“Proceeding”
means any threatened, pending or completed claim, demand, action, suit, proceeding, arbitration or alternative dispute resolution mechanism,
investigation (whether formal or informal), inquiry, administrative hearing or appeal or any other actual, threatened or completed proceeding,
whether brought in the right of a Covered Entity or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative, internal or investigative nature.


 


“Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization or other entity or government or agency or political subdivision thereof.


 


“Reviewing
Party” means, with respect to any determination contemplated by this Agreement, any one of the following: (i) a majority
of the Disinterested Directors, even if such Persons would not constitute a quorum of the Company’s board of directors; (ii) a
committee consisting solely of Disinterested Directors, even if such Persons would not constitute a quorum of the Company’s board
of directors, so long as such committee was designated by a majority of the Disinterested Directors; (iii) Independent Legal Counsel
designated by the Disinterested Directors (or, if there are no Disinterested Directors, the Company’s board of directors) (in which
case, any determination shall be evidenced by the rendering of a written opinion); or (iv) in the absence of any Disinterested Directors,
the Company’s stockholders; provided, that, in the event that a Change in Control has occurred, the Reviewing Party shall be Independent
Legal Counsel (selected by Indemnitee) in a written opinion to the board of directors of the Company, a copy of which shall be delivered
to the Indemnitee.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


2.               Indemnification.


 


(a)            Indemnification
of Losses and Expenses. If an Indemnification Event has occurred, then, subject to Section 8 below, the Company shall
indemnify and hold harmless Indemnitee, to the fullest extent permitted by the DGCL, as such law may be amended from time to time (but
in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights
than were permitted prior thereto), against any and all Losses and Expenses; provided that the Company’s commitment set forth in
this Section 2(a) to indemnify the Indemnitee shall be subject to the limitations and procedural requirements set forth
in this Agreement. Notwithstanding the foregoing, except for proceedings to enforce any director’s or officer’s rights to
indemnification or any director’s rights to advancement of expenses, the Corporation shall not be obligated to indemnify any director
or officer, or advance expenses of any director, (or such director’s or officer’s heirs, executors or personal or legal representatives)
in connection with any proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by
the Company’s board of directors.


 


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


 






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(c)            Advancement
of Expenses. The Company shall advance Expenses to or on behalf of Indemnitee to the fullest extent permitted by the DGCL, as such
law may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company
to provide broader indemnification rights than were permitted prior thereto), as soon as practicable, but in any event not later than
30 days after written request therefor by Indemnitee, which request shall be accompanied by vouchers, invoices or similar evidence documenting
in reasonable detail the Expenses incurred or to be incurred by Indemnitee; provided, however, that Indemnitee need not submit to the
Company any information that counsel for Indemnitee reasonably deems is privileged and exempt from compulsory disclosure in any Proceeding.
Advances shall be made without regard to Indemnitee’s ability to repay the expenses, without regard to Indemnitee’s ultimate
entitlement to indemnification under the other provisions of this Agreement, and Indemnitee’s right to such advancement is not subject
to the satisfaction of any standard of conduct. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding
to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. Without limiting the generality or effect of the foregoing, within thirty (30) days after any request by Indemnitee, the Company
shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance
to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. Execution and delivery
of this Agreement by the Indemnitee constitutes a written undertaking to repay such amounts advanced only if, and to the extent that,
it shall ultimately be determined by a court of competent jurisdiction in a final adjudication that Indemnitee is not entitled to be indemnified
by the Company as authorized by this Agreement. No other form of undertaking shall be required other than the execution of this Agreement.


 


(d)            Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether
for Losses or Expenses, in connection with any Proceeding relating to an Indemnification Event under this Agreement, in such proportion
as is deemed fair and reasonable by the Reviewing Party in light of all of the circumstances of such Proceeding in order to reflect (1) the
relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such
Proceeding; and (2) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection
with such event(s) and/or transaction(s). The Company hereby agrees to fully indemnify and hold harmless 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.


 


3.               Indemnification
Procedures.


 


(a)            Notice
of Indemnification Event. Indemnitee shall give the Company notice as soon as practicable of any Indemnification Event of which Indemnitee
becomes aware and of any request for indemnification hereunder, provided that any failure to so notify the Company shall not relieve the
Company of any of its obligations under this Agreement, except if, and then only to the extent that, such failure increases the liability
of the Company under this Agreement.


 






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(b)            Notice
to Insurers. The Company shall give prompt written notice of any Indemnification Event which may be covered by the Company’s
liability insurance to the insurers in accordance with the procedures set forth in each of the applicable policies of insurance. 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 Indemnification Event in accordance with the terms of such policies; provided that nothing in this Section 3(b) shall
affect the Company’s obligations under this Agreement or the Company’s obligations to comply with the provisions of this Agreement
in a timely manner as provided.


 


(c)            Selection
of Counsel. If the Company shall be obligated hereunder to pay or advance Expenses or indemnify Indemnitee with respect to any Losses,
the Company shall be entitled to assume the defense of any related Claims, with counsel selected by the Company. After the retention of
such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred
by Indemnitee with respect to the defense of such Claims; provided that: (i) Indemnitee shall have the right to employ counsel in
connection with any such Claim at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been
previously authorized by the Company, (B) counsel for Indemnitee shall have provided the Company with written advice that there may
be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) the fees and expenses are non-duplicative
and reasonably incurred in connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense,
(D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Legal Counsel, or (E) the
Company shall not in fact have employed counsel to assume the defense of such Proceeding or the Company shall not continue to retain such
counsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company
shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company, or as to which Indemnitee shall
have made the determination provided for in (B) above. Indemnitee agrees that any such separate counsel retained by indemnitee will
be a member of any approved list of panel counsel under the Company’s applicable directors and officers liability insurance policy,
should the applicable policy provide for a panel of approved counsel and should such approved panel list comprise law firms with well-established
reputations in the type of litigation at issue. (For clarity, the fact of a firm’s being part of a panel shall not be evidence of
a firm’s having a well-established national reputation for the type of litigation at issue).


 


4.               Determination
of Right to Indemnification.


 


(a)            Successful
Proceeding. To the extent Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding that is the subject
of any Indemnification Event referred to in Section 2(a), the Company shall indemnify Indemnitee against Losses and Expenses
incurred by him or her 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 in such Proceeding, the Company shall indemnify Indemnitee against all Losses
and Expenses actually or reasonably incurred by Indemnitee in connection with each successfully resolved Claim. For these purposes and
without limitation, Indemnitee will be deemed to have been “successful on the merits” in circumstances including but
not limited to the termination of any Proceeding or of any Claim, issue or matter therein, by the winning of a dismissal (with or without
prejudice), motion for summary judgment, settlement (with or without court approval), or upon a plea of nolo contendere or its
equivalent.


 






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(b)            Other
Proceedings. In the event that Section 4(a) is inapplicable, the Company shall nevertheless indemnify Indemnitee
as provided in Section 2(a) or 2(b), as applicable, or provide a contribution payment to the Indemnitee as provided
in Section 2(d), to the extent determined by the Reviewing Party.


 


(c)            Reviewing
Party Determination. A Reviewing Party chosen by the Company’s board of directors shall determine whether Indemnitee is entitled
to indemnification, subject to the following:


 


(i)             A
Reviewing Party so chosen shall act in the utmost good faith to assure Indemnitee a complete opportunity to present to such Reviewing
Party Indemnitee’s case that Indemnitee has met the applicable standard of conduct.


 


(ii)            Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of a Covered Entity,
including, without limitation, its financial statements, or on information supplied to Indemnitee by the officers or employees of a Covered
Entity in the course of their duties, or on the advice of legal counsel for a Covered Entity or on information or records given, or reports
made, to a Covered Entity by an independent certified public accountant or by an appraiser or other expert selected with reasonable care
by a Covered Entity. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of a Covered
Entity 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 4(c)(ii) 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.
Any Person seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.


 


(iii)            If
a Reviewing Party chosen pursuant to this Section 4(c) shall not have made a determination whether Indemnitee is entitled
to indemnification within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement
to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (A) 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 (B) a prohibition of such indemnification 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 Reviewing
Party in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto; and provided,
further, that the foregoing provisions of this Section 4(c)(iii) shall not apply if (I) the determination of entitlement
to indemnification is to be made by the stockholders of the Company, (II) a special meeting of stockholders is called by the board
of directors of the Company for such purpose within thirty (30) days after the stockholders are chosen as the Reviewing Party, (III) such
meeting is held for such purpose within sixty (60) days after having been so called, and (IV) such determination is made thereat.


 






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(d)            Appeal
to Court. Notwithstanding a determination by a Reviewing Party chosen pursuant to Section 4(c) that Indemnitee is
not entitled to indemnification with respect to a specific Claim or Proceeding (an “Adverse Determination”), Indemnitee
shall have the right to apply to the court in which that Claim or Proceeding is or was pending or any other court of competent jurisdiction
for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement, provided that Indemnitee shall commence
any such Proceeding seeking to enforce Indemnitee’s right to indemnification within one (1) year following the date upon which
Indemnitee is notified in writing by the Company of the Adverse Determination. In the event of any dispute between the parties concerning
their respective rights and obligations hereunder, the Company shall have the burden of proving that the Company is not obligated to make
the payment or advance claimed by Indemnitee.


 


(e)            Presumption
of Success. The Company acknowledges that a settlement or other disposition short of final judgment shall be deemed a successful resolution
for purposes of Section 4(a) if it permits a party to avoid expense, delay, distraction, disruption or uncertainty. In
the event that any 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 Proceeding with or without payment of money or other consideration), it shall be presumed
that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have
the burden of proof and the burden of persuasion, by clear and convincing evidence.


 


(f)             Settlement
of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement
of any Proceeding effected without the Company’s written consent. The Company shall not settle any Proceeding in any manner that
would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor the Indemnitee
will unreasonably withhold their consent to any proposed settlement. The Company shall not be liable to indemnify the Indemnitee under
this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to
participate in the defense of such action; the Company’s liability hereunder shall not be excused if participation in the Proceeding
by the Company was barred by this Agreement. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee
is party with respect to other parties (including the Company) if any portion of such settlement is to be funded from corporate insurance
proceeds unless approved by (i) the written consent of Indemnitee or (ii) a majority of the independent directors of the board
of directors of the Company; provided, however, that the right to constrain the Company’s use of corporate insurance as described
in this section shall terminate at the time the Company concludes (per the terms of this Agreement) that (i) Indemnitee is not entitled
to indemnification pursuant to this agreement, or (ii) such indemnification obligation to Indemnitee has been fully discharged by
the Company.


 






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5.               Additional
Indemnification Rights; Non-exclusivity.


 


(a)             Scope.
The Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by law, even if such indemnification is not specifically
authorized by the other provisions of this Agreement or any other agreement, the Organizational Documents of any Covered Entity or by
applicable law. In the event of any change after the Effective Date in any applicable law, statute or rule that expands the right
of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, controlling person, agent or fiduciary,
it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In
the event of any change in any applicable law, statute or rule that narrows the right of a Delaware corporation to indemnify a member
of its board of directors or an officer, employee, controlling person, agent or fiduciary, such change, to the extent not otherwise required
by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights
and obligations hereunder except as set forth in Section 8(a) hereof.


 


(b)             Non-exclusivity.


 


(i)            The
rights to indemnification, contribution and advancement of Expenses provided in this Agreement shall not be deemed exclusive of, but shall
be in addition to, any other rights to which Indemnitee may at any time be entitled under the Organizational Documents of any Covered
Entity, any other agreement, any vote of stockholders or Disinterested Directors, the laws of the State of Delaware or otherwise. Furthermore,
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 of any right or remedy hereunder or otherwise shall not prevent the concurrent assertion of any other right or remedy. The
rights to indemnification, contribution and advancement of Expenses provided in this Agreement shall continue as to Indemnitee for any
action Indemnitee took or did not take while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such
capacity.


 


(ii)            The
Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided
by one or more other Persons, other than a Covered Entity, with whom or which Indemnitee may be associated. The Company hereby acknowledges
and agrees:


 


		(A)	the Company is the indemnitor of first resort with respect to any request for indemnification or advancement
of Expenses made pursuant to this Agreement concerning any Proceeding;



 


		(B)	the Company is primarily liable for all indemnification or advancement of Expenses obligations for any
Proceeding, whether created by law, organizational or constituent documents, contract (including this Agreement) or otherwise;



 






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		(C)	any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee
and/or advance Expenses to Indemnitee in respect of any proceeding are secondary to the obligations of the Company’s obligations;
and



 


		(D)	the Company will indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent
provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated
or insurer of any such Person.



 


(iii)           The
Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim
of contribution, subrogation, reimbursement, exoneration or indemnification, or any other recovery of any kind in respect of amounts paid
by the Company to Indemnitee pursuant to this Agreement, whether or not such claim, remedy or right arises in equity or under contract,
statute or common law, including, without limitation, the right to take or receive from such other Person, directly or indirectly, in
cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.


 


(iv)           In
the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or
loss for Indemnitee, the payor has a right of subrogation against the Company or its insurers for all amounts so paid which would otherwise
be payable by the Company or its insurers under this Agreement. In no event will payment by any other Person with whom or which Indemnitee
may be associated or their insurers affect the obligations of the Company hereunder or shift primary liability for the Company’s
obligation to indemnify or advance Expenses to any other Person with whom or which Indemnitee may be associated.


 


(v)            Any
indemnification or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated is specifically
in excess over the Company’s obligation to indemnify and advance Expenses or any valid and collectible insurance (including but
not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company.


 


6.              No
Duplication of Payments. The Company shall not be liable under this Agreement to make any
payment of any amount otherwise indemnifiable hereunder, or for which advancement is provided hereunder, if and to the extent Indemnitee
has otherwise actually received such payment, whether pursuant to any insurance policy, the Organizational Documents of any Covered Entity
or otherwise; provided, however, that payment made to Indemnitee pursuant to an insurance policy purchased and maintained
by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall
not reduce the Company’s obligations to Indemnitee pursuant to this Agreement.


 






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7.               Liability
Insurance.


 


(a)            The
Company shall maintain liability insurance applicable to directors and officers of the Company and shall cause Indemnitee to be named
as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of
the Company’s officers and directors (other than in the case of an independent director liability insurance policy if Indemnitee
is not an independent or outside director). The Company shall advise Indemnitee as to the general terms of, and the amounts of coverage
provided by, any liability insurance policy described in this Section 7 and shall promptly notify Indemnitee if, at any time,
any such insurance policy is terminated or expired without renewal or if the amount of coverage under any such insurance policy will be
decreased.


 


(b)            If,
at the time of the receipt of a notice of a Claim pursuant to the terms hereof, the Company has directors’ and officers’ liability
insurance coverage in effect, 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 directors’ and officers’ liability insurance 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. The Company will instruct the insurers and their insurance brokers that they
may communicate directly with Indemnitee regarding such Claim.


 


(c)            In
the event of a Change in Control or the Company’s becoming insolvent, the Company shall maintain in force any and all insurance
policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary, employment
practices or otherwise—in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter
(a “Tail Policy”). Such coverage shall be non-cancellable and shall be placed and serviced for the duration of its
term by the Company’s incumbent insurance broker. Such broker shall place the Tail Policy with the incumbent insurance carriers
using the policies that were in place at the time of the Change in Control event (unless the incumbent carriers will not offer such policies,
in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable in scope and amount as
the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the
AM Best ratings of the expiring policies).


 


8.               Exceptions.
Any other provision herein to the contrary notwithstanding, the Company shall not be obligated
pursuant to the terms of this Agreement to indemnify Indemnitee:


 


(a)            against
any Losses or Expenses, or advance Expenses to Indemnitee, with respect to Claims initiated or brought voluntarily by Indemnitee, and
not by way of defense (including, without limitation, affirmative defenses and counter-claims), except (i) Claims to establish or
enforce a right to indemnification, contribution or advancement with respect to an Indemnification Event, whether under this Agreement,
any other agreement or insurance policy, the Organizational Documents of any Covered Entity, the laws of the State of Delaware or otherwise,
or (ii) if the Company’s board of directors has approved specifically the initiation or bringing of such Claim;


 






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(b)            against
any Losses or Expenses, or advance of Expenses to Indemnitee, with respect to Claims arising (i) with respect to 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 (ii) pursuant to Section 304 or 306 of the Sarbanes-Oxley Act of 2002, as amended, or any rule or regulation
promulgated pursuant thereto; or


 


(c)            if,
and to the extent, that a court of competent jurisdiction renders a final, unappealable decision that such indemnification is not lawful.


 


9.               Monetary
Damages Insufficient/Specific Performance. The Company and Indemnitee agree that a monetary
remedy for breach of this Agreement may be inadequate, impracticable and difficult to prove, 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 (having agreed that actual and
irreparable harm will result in not forcing the Company to specifically perform its obligations pursuant to this Agreement) 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 a bond or undertaking. If Indemnitee
seeks mandatory injunctive relief, it shall not be a defense to enforcement of the Company’s obligations set forth in this Agreement
that Indemnitee has an adequate remedy at law for damages.


 


10.            No
Offsets. 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, managing
member, fiduciary, employee or agent of any other entity shall be reduced by any amount Indemnitee has actually received as indemnification,
hold harmless or exoneration payments or advancement of expenses from such entity. Notwithstanding any other provision of this Agreement
to the contrary, (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.


 






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11.            Miscellaneous.


 


(a)            Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall constitute an original.


 


(b)            Binding
Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors and assigns (including with respect to the Company, 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) and with respect to Indemnitee,
such person’s heirs, executors and personal and legal representatives. The Company shall require and cause any successor or assign
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all, substantially all of the business and/or assets
of the Company, to assume and agree to perform this Agreement to the fullest extent permitted by law. This Agreement shall continue in
effect with respect to Claims relating to Indemnification Events regardless of whether Indemnitee continues to serve as a director or
officer any Covered Entity.


 


(c)            Notice.
All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in
any event be deemed to be given (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service,
if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one (1) business day after
the business day of deposit with Federal Express or similar, nationally recognized overnight courier, freight prepaid, or (d) one
(1) business day after the business day of delivery by confirmed facsimile transmission, if deliverable by facsimile transmission,
with copy by other means permitted hereunder, and addressed, if to Indemnitee, to the Indemnitee’s address or facsimile number (as
applicable) as set forth in the records of the Company, or, if to the Company, at the address or facsimile number (as applicable) of its
principal corporate offices (attention: Secretary), or at such other address or facsimile number (as applicable) as such party may designate
to the other parties hereto.


 


(d)            Notice
by Company. If the Indemnitee is the subject of, or is, to the knowledge of the Company, implicated in any way during an investigation,
whether formal or informal, that is related to Indemnitee’s status as a director or officer of one or more Covered Entities and
that reasonably could lead to a Proceeding for which indemnification can be provided under this Agreement, the Company shall notify the
Indemnitee of such investigation and shall share (to the extent legally permissible) with Indemnitee any information it has provided to
any third parties concerning the investigation (“Shared Information”). By executing this Agreement, Indemnitee
agrees that such Shared Information is material non-public information that Indemnitee is obligated to hold in confidence and may not
disclose publicly; provided, however, that Indemnitee may use the Shared Information and disclose such Shared Information to Indemnitee’s
legal counsel and third parties, in each case solely in connection with defending Indemnitee from legal liability.


 


(e)            Enforceability.
This Agreement is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.


 






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(f)            Consent
to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction and venue of the courts of the State
of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and agree that any Proceeding
instituted under this Agreement shall be commenced, prosecuted and continued only in the courts of the State of Delaware.


 


(g)            Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single
section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the
remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid,
void or otherwise unenforceable that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the extent
manifested by the provision held invalid, illegal or unenforceable.


 


(h)            Choice
of Law. This Agreement shall be governed by and its provisions shall be construed and enforced in accordance with, the laws of the
State of Delaware, without regard to the conflict of laws principles thereof.


 


(i)             Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable
the Company effectively to bring suit to enforce such rights.


 


(j)             Amendment
and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in a writing
signed by the parties to be bound thereby. Notice of the same shall be provided to all 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.


 


(k)            No
Construction as Employment Agreement. This Agreement is not an employment agreement between the Company and the Indemnitee and nothing
contained in this Agreement shall be construed as giving Indemnitee any right to be retained or continue in the employ or service of any
Covered Entity.


 


(l)             Supersedes
Previous Agreements. This Agreement supersedes all prior agreements and understandings, oral, written and implied, between the parties
hereto with respect to the subject matter hereof. All such prior agreements and understandings are hereby terminated and deemed of no
further force or effect.


 


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signature page follows]


 






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In Witness
Whereof, the parties hereto have executed this Agreement on and as of the day and year first above written.


 


	 	COMPANY:
	 	 
	 	HAGERTY, INC.,
	 	a Delaware corporation
	 	 



 


	 	By: 	 






	 	Name: 	 






	 	Title: 	 



 


	 	INDEMNITEE:
	 	 
	 	 



 


Signature
Page to Indemnification Agreement