This Indemnification Agreement (Agreement) is made and entered into as of this ___ day of April, 2021, by and among Aveanna Healthcare Holdings Inc., a Delaware corporation (Parent), Aveanna Healthcare Intermediate Holdings LLC, a Delaware limited liability company (Intermediate) and Aveanna Healthcare LLC, a Delaware limited liability company (Aveanna and together with Parent, and Intermediate, each a Company and, collectively, the Companies), and ____________ (Indemnitee). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 15 hereof.
WHEREAS, in light of the litigation costs and risks to directors, managers and officers resulting from their service to companies, and the desire of the Companies to attract and retain qualified individuals to serve as directors, managers and officers for the Company Entities, it is reasonable, prudent and necessary for each of the Companies to indemnify and advance expenses on behalf of the Company Entities directors, managers and officers to the extent permitted by applicable Law so that they will serve or continue to serve the Company Entities free from undue concern regarding such risks;
WHEREAS, the Companies have requested that Indemnitee serve or continue to serve as a director and/or officer of one or more of the Companies and may have requested or may in the future request that Indemnitee serve one or more of the other Company Entities as a director, manager or officer or in other capacities;
WHEREAS, Indemnitee has agreed to serve as a director and/or officer of one or more of the Companies on the condition that Indemnitee be so indemnified; and
WHEREAS, Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Designating Stockholders or former Designating Stockholders (or their respective affiliates), which Indemnitee, the Companies and the Designating Stockholders or former Designating Stockholders (or their respective affiliates) intend to be secondary to the primary obligation of the Companies to indemnify Indemnitee as provided herein, with the Companies acknowledgement of and agreement to the foregoing being a material condition to Indemnitees willingness to serve as a director and/or officer of one or more of the Companies.
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Companies and Indemnitee do hereby covenant and agree as follows:
1. Services by Indemnitee. Indemnitee agrees to serve as a director and/or officer of one or more of the Companies.
(a) General. On the terms and subject to the conditions of this Agreement, the Companies shall, to the fullest extent permitted by applicable law (as such may be in existence on the date hereof or amended from time to time, Law), indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all liabilities, judgments, fines, penalties, costs, Expenses, losses, excise taxes, amounts paid in settlement (including all interest assessments and