Common use of Indemnification; Exculpation Clause in Contracts

Indemnification; Exculpation. (a) Company will, and Company will cause each of its subsidiaries to, jointly and severally indemnify and hold Investor and each of its direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Indemnitees or any of them on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investor’s or its Affiliates’ ownership of Equity Securities of Company or control or ability to influence Company or any of its subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach by such Investor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company or any of its subsidiaries derives from the Investor’s or its Affiliates’ capacity as an officer or director of Company or any of its subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding the foregoing, if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein), Company will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.12, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Indemnitee as to any previously advanced indemnity payments made by Company or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Indemnitee to Company and its subsidiaries. The rights of any Invesror Indemnitee to indemnification under this Agreement will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company or its subsidiaries. (b) Company will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Indemnitee would be entitled to indemnification under the terms of this Section 5.12, or any action or proceeding arising therefrom. Company or its subsidiaries, in the defense of any Action for which an Investor Indemnitee would be entitled to indemnification under the terms of this Section 5.12, may, without the consent of such Investor Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, in each case without the written consent of Pubco. (c) [Reserved]. (d) In no event shall any Investor Indemnitee be liable to Company or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 5.12, the term Invesor Indemnitees shall not include the Investor or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, director or employee of Company or any of its subsidiaries in such capacity as officer, director or employee. Such officers, directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company and its subsidiaries. (f) The rights of any Investor Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company or any of its subsidiaries.

Indemnification; Exculpation. (a) Company 6.5.1 As an inducement for the Sponsor to enter into this Agreement and approve the transactions contemplated by the Business Combination Agreement, subject in each case to restrictions under applicable Law, CayCo will, and Company CayCo will cause each of its subsidiaries Subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Sponsor and each of its direct and indirect partners, equityholders, members, managers, Affiliatesaffiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Sponsor Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claimsActions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Sponsor Indemnitees or any of them on before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) Action arising directly or indirectly out of, or in any way relating to, the Investor(i) any Sponsor’s or its Affiliatesaffiliates’ ownership of Equity Securities equity securities of Company CayCo or any of its Subsidiaries or control of or ability to influence Company CayCo or any of its subsidiaries Subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Investor Sponsor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Indemnitee or its Affiliates affiliates or other related PersonsPersons or, or subject to applicable Law, the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Sponsor Indemnitee or its Affiliates to (A) its direct or indirect equity holdersequityholders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersaffiliates, (y) to the extent such control or the ability to control Company CayCo or any of its subsidiaries Subsidiaries derives from the Investorsuch Sponsor’s or its Affiliatesaffiliates’ capacity as an officer or director of Company CayCo or any of its subsidiariesSubsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding , (ii) the foregoingbusiness, operations, properties, assets or other rights or liabilities of CayCo or any of its Subsidiaries, or (iii) any services provided prior to, on or after the date of this Agreement by any Sponsor or its affiliates to CayCo any of its Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company CayCo will, and will cause its subsidiaries Subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawLaw. For the purposes of this Section 5.126.5, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Sponsor Indemnitee as to any previously advanced indemnity payments made by Company CayCo or any of its subsidiariesSubsidiaries, then such payments shall be promptly repaid by such Investor Sponsor Indemnitee to Company CayCo and its subsidiariesSubsidiaries. The rights of any Invesror Sponsor Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the organizational or governing documents Governing Documents of Company CayCo or its subsidiariesSubsidiaries. (b) Company 6.5.2 CayCo will, and will cause each of its subsidiaries Subsidiaries to, jointly and severally, reimburse any Investor Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.126.5, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. Company CayCo or its subsidiariesSubsidiaries, in the defense of any Action for which an Investor a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.126.5, may, without the consent of such Investor Sponsor Indemnitee, consent to the entry of any judgment or enter into any settlement settlement, if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement if, it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Sponsor Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Sponsor Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Sponsor Indemnitee. No Investor Indemnitee , and provided that, the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo or its Subsidiaries. 6.5.3 CayCo acknowledges and agrees that CayCo shall, and to the extent applicable shall settlecause its Subsidiaries to, compromise or consent be fully and primarily responsible for the payment to any judgement Sponsor Indemnitee in respect of Indemnified Liabilities in connection with any Action for which such Investor Indemnitee seeks indemnification under Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) CayCo’s Governing Documents, each as amended, (ii) any director indemnification agreement, (iii) this Agreement, any other agreement between CayCo or any of its Subsidiaries and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, (v) the Laws of the jurisdiction of incorporation or organization of any Subsidiary of CayCo, and/or (vi) the Governing Documents of CayCo’s Subsidiaries ((i) through (vi) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Indemnitee (or its affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCo, any of its Subsidiaries or the insurer under and pursuant to any insurance policy of CayCo or any of its Subsidiaries) from whom such Sponsor Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo or any of its Subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Indemnitee or the obligations of CayCo or any of its Subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo shall, and to the extent applicable shall cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by C▇▇▇▇ and/or any of its Subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Sponsor Indemnitee against CayCo and/or any of its Subsidiaries, as applicable, and (z) such Sponsor Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each party hereto agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.126.5, in entitled to enforce this Section 6.5.3 as though each case such Indemnitee-Related Entity were a party to this Agreement. CayCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 6.5.3 as though each such Subsidiary were a party to this Agreement. For purposes of this Section 6.5.3, the term (“Jointly Indemnifiable Claims”) shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Indemnitee shall be entitled to indemnification from both (1) CayCo and/or any of its Subsidiaries, pursuant to the written consent Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Sponsor Indemnitee (or its affiliates), pursuant to which such Sponsor Indemnitee is indemnified, the Laws of Pubcothe jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents of any Indemnitee-Related Entity, on the other hand. (c) [Reserved]. (d) 6.5.4 In no event shall any Investor Sponsor Indemnitee be liable to Company CayCo or any of its subsidiaries Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Sponsor Indemnitee as determined by a final, nonappealable non-appealable determination of a court of competent jurisdiction. (e) 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 5.126.5, the term Invesor Sponsor Indemnitees shall not include the Investor any Sponsor or its any of its partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, officer or director or employee of Company CayCo or any of its subsidiaries Subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership Governing Documents and other agreements and other instruments of Company CayCo and its subsidiariesSubsidiaries (including as contemplated in Section 6.1). (f) 6.5.6 The rights of any Investor Sponsor Indemnitee to indemnification pursuant to this Section 5.12 6.5 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the certificate Governing Documents of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company or any of CayCo and its subsidiariesSubsidiaries.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries to, jointly and severally indemnify and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investorany Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Holder Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Holder Indemnitee or its Affiliates to Company PubCo or its Affiliates (other than such Investor Holder Indemnitee or its Affiliates), under the Purchase AgreementBCA and the Ancillary Agreements, (x) to the extent such Indemnified Liabilities arise out of any breach by such Investor Holder Indemnitee or its Affiliates of this Agreement, the Purchase Agreement BCA (to the extent such Investor Holder Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Holder Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Holder Indemnitee or any of its Affiliates, on the one hand, and Company PubCo or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) CompanyPubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding the foregoing, if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein), Company PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.12, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, or any action or proceeding arising therefrom. Company PubCo or its subsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company PubCo or its designated subsidiary and such settlement (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Holder Indemnitee shall settle, compromise or consent to any judgement in connection with any Action for which such Investor Holder Indemnitee seeks indemnification under the terms of this Section 5.12, in each case without the written consent of Pubco. (c) [Reserved]Notwithstanding the foregoing provisions of this Section 5.12, each Holder agrees that, under the A&R Blue Owl Carry LP Agreement and the A&R Blue Owl Holdings LP Agreement, each of Blue Owl Carry and Blue Owl Holdings is an indemnitor of first resort with respect to indemnification of the Indemnified Liabilities for the Persons indemnified thereunder. Accordingly, each Holder acknowledges and agrees that, if such Holder is entitled to indemnification under the A&R Blue Owl Carry LP Agreement and the A&R Blue Owl Holdings LP Agreement, such indemnification obligations of Blue Owl Carry and Blue Owl Holdings are senior and prior to the obligations of PubCo hereunder. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 5.12, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, director or employee of Company PubCo or any of its subsidiaries in such capacity as officer, director or employee. Such officers, directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiaries.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investor(i) any Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Investor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, Persons or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersAffiliates, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding , (ii) the foregoingbusiness, operations, properties, assets or other rights or liabilities of PubCo or any of its subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Holder or its Affiliates to PubCo or any of their respective subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.125.13, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, or any action or proceeding arising therefrom, whether or not such Holder Indemnitee is a party thereto. Company PubCo or its subsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement and provided, that the only penalty imposed in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, settlement is a monetary payment that will be paid in each case without the written consent of Pubcofull by PubCo or its subsidiaries. (c) [Reserved]PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its subsidiaries to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the Delaware General Corporation Law and the Organizational Documents, each as amended, (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any other agreement between PubCo or any of its subsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any subsidiary of PubCo and/or (v) the Organizational Documents of any subsidiary of PubCo ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Holder Indemnitee (or its Affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than PubCo, any of its subsidiaries or the insurer under and pursuant to an insurance policy of PubCo or any of its subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Holder Indemnitee or the obligations of PubCo or any of its subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) PubCo shall, and to the extent applicable shall cause its subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo and/or any of its subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo and/or any of its subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.13(c), entitled to enforce this Section 5.13(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. PubCo shall cause each of its subsidiaries to perform the terms and obligations of this Section 5.13(c) as though each such subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 5.13(c), the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Organizational Documents of any Indemnitee-Related Entity, on the other hand. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.125.13, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, officer or director or employee of Company PubCo or any of its subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the certificate Organizational Documents of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 5.13 will be in addition to any other rights any such Person may have under any other section of this Investor Rights Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate Organizational Documents of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiaries.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries Subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investor(i) any Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries Subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Investor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, Persons or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersAffiliates, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries Subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, Subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding , (ii) the foregoingbusiness, operations, properties, assets or other rights or liabilities of PubCo or any of its Subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Holder or its Affiliates to PubCo or any of their respective Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries Subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.125.13, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiariesSubsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiariesSubsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiariesSubsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries Subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, or any action or proceeding arising therefrom, whether or not such Holder Indemnitee is a party thereto. Company PubCo or its subsidiariesSubsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement and provided, that the only penalty imposed in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, settlement is a monetary payment that will be paid in each case without the written consent of Pubcofull by PubCo or its Subsidiaries. (c) [Reserved]PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the Delaware General Corporation Law and the Organizational Documents, each as amended, (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any other agreement between PubCo or any of its Subsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any Subsidiary of PubCo and/or (v) the Organizational Documents of any Subsidiary of PubCo ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Holder Indemnitee (or its Affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than PubCo, any of its Subsidiaries or the insurer under and pursuant to an insurance policy of PubCo or any of its Subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its Subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Holder Indemnitee or the obligations of PubCo or any of its Subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) PubCo shall, and to the extent applicable shall cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo and/or any of its Subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo and/or any of its Subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.13(c), entitled to enforce this Section 5.13(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. PubCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 5.13(c) as though each such Subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 5.13(c), the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its Subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Organizational Documents of any Indemnitee-Related Entity, on the other hand. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.125.13, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, officer or director or employee of Company PubCo or any of its subsidiaries Subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the certificate Organizational Documents of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiariesSubsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 5.13 will be in addition to any other rights any such Person may have under any other section of this Investor Rights Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate Organizational Documents of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiariesSubsidiaries.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries Subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investor(i) any Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries Subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Investor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, Persons or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersAffiliates, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries Subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, Subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding , (ii) the foregoingbusiness, operations, properties, assets or other rights or liabilities of PubCo or any of its Subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Holder or its Affiliates to PubCo or any of their respective Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries Subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.125.13, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiariesSubsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiariesSubsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiariesSubsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries Subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, or any action or proceeding arising therefrom, whether or not such Holder Indemnitee is a party thereto. Company PubCo or its subsidiariesSubsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement and provided, that the only penalty imposed in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, settlement is a monetary payment that will be paid in each case without the written consent of Pubcofull by PubCo or its Subsidiaries. (c) [Reserved]. PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (das defined below), pursuant to and in accordance with (as applicable) In no event shall the terms of (i) the Delaware General Corporation Law and the Organizational Documents, each as amended, (ii) any director indemnification agreement, (iii) this Investor Indemnitee be liable to Company Rights Agreement, any other agreement between PubCo or any of its subsidiaries for Subsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any actSubsidiary of PubCo and/or (v) the Organizational Documents of any Subsidiary of PubCo ((i) through (v) collectively, alleged actthe “Indemnification Sources”), omission irrespective of any right of recovery such Holder Indemnitee (or alleged omission that does not constitute gross negligenceits Affiliates) may have from any corporation, willful misconduct limited liability company, partnership, joint venture, trust, employee benefit plan or fraud other enterprise (other than PubCo, any of its Subsidiaries or the insurer under and pursuant to an insurance policy of PubCo or any of its Subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its Subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Investor Holder Indemnitee as determined by a finalor the obligations of PubCo or any of its Subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, nonappealable determination of a court of competent jurisdiction. (ex) Notwithstanding anything PubCo shall, and to the contrary contained in extent applicable shall cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo and/or any of its Subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo and/or any of its Subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.13(c), entitled to enforce this Section 5.13(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement, for . PubCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 5.13(c) as though each such Subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 5.125.13(c), the term Invesor Indemnitees “Jointly Indemnifiable Claims” shall not include the Investor or its be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its partnersSubsidiaries pursuant to the Indemnification Sources, equityholderson the one hand, membersand (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any the laws of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, director or employee of Company or any of its subsidiaries in such capacity as officer, director or employee. Such officers, directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate jurisdiction of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company and its subsidiaries. (f) The rights organization of any Investor Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to Indemnitee-Related Entity and/or the Organizational Documents of any Indemnitee-Related Entity, on the other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company or any of its subsidiarieshand.

Indemnification; Exculpation. (a) Company will, and 6.1.1 The Company will cause each of its subsidiaries toindemnify, jointly and severally indemnify exonerate and hold Investor the Sponsor and each of its respective direct and indirect partners, equityholders, members, managers, Affiliatesaffiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Sponsor Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claimsActions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Sponsor Indemnitees or any of them on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) Action arising directly or indirectly out of, or in any way relating to, the Investor’s a Business Combination and any agreements, transactions or its Affiliates’ ownership of Equity Securities of Company or control or ability to influence Company or any of its subsidiaries filings related thereto (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any are directly caused by the breach by such Investor Sponsor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Sponsor Indemnitee or its Affiliates to (A) its direct or indirect equity holdersequityholders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company or any of its subsidiaries derives from the Investor’s or its Affiliates’ capacity as an officer or director of Company or any of its subsidiariesaffiliates, or (zy) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding the foregoing; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason reason, the Company (including any parent or other than by virtue of any exclusions herein), Company will, and successor to the Company) will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is payable pursuant to this Section 6.1.1 to the extent permissible under applicable lawLaw. For the purposes of this Section 5.126.1, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Sponsor Indemnitee as to any previously advanced indemnity payments made by Company or any of its subsidiariesthe Company, then such payments shall be promptly repaid by such Investor Sponsor Indemnitee to Company and its subsidiariesthe Company. The rights of any Invesror Sponsor Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the organizational or governing documents Governing Documents of the Company or its subsidiariesSubsidiaries. Each party hereto agrees that each of the Sponsor Indemnitees shall be third-party beneficiaries with respect to this Section 6.1, entitled to enforce this Section 6.1 as though each such Sponsor Indemnitee was a party to this Agreement. (b) 6.1.2 The Company will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.12Article VI, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. Company or its subsidiariesThe Company, in the defense of any Action for which an Investor a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.12Article VI, may, without the consent of such Investor Sponsor Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Sponsor Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Sponsor Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Sponsor Indemnitee. No Investor Indemnitee , and provided that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by the Company. 6.1.3 The Company acknowledges and agrees that the Company shall settle, compromise or consent be fully and primarily responsible for the payment to any judgement Sponsor Indemnitee in respect of Indemnified Liabilities in connection with any Action for which such Investor Indemnitee seeks indemnification under Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the Delaware General Corporation Law, the Laws of any applicable jurisdiction of incorporation or organization and the Company’s Governing Documents, each as amended, (ii) any director indemnification agreement and (iii) this Agreement, any other agreement between the Company and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, ((i) through (iii) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Indemnitee (or its affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or the insurer under and pursuant to any insurance policy of the Company) from whom such Sponsor Indemnitee may be entitled to indemnification with respect to which, in whole or in part, the Company may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Indemnitee or the obligations of the Company under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) the Company shall reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by the Company pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Sponsor Indemnitee against the Company, and (z) such Sponsor Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each party hereto agrees that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.126.1, in entitled to enforce this Section 6.1.4 as though each case such Indemnitee-Related Entity were a party to this Agreement. For purposes of this Section 6.1.4, the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Indemnitee shall be entitled to indemnification from both (1) the written consent Company pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, the Laws of Pubcothe jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents of any Indemnitee-Related Entity, on the other hand. (c) [Reserved]. (d) 6.1.4 In no event shall any Investor Sponsor Indemnitee be liable to the Company or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Sponsor Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 5.12, the term Invesor Indemnitees shall not include the Investor or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, director or employee of Company or any of its subsidiaries in such capacity as officer, director or employee. Such officers, directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company and its subsidiaries. (f) 6.1.5 The rights of any Investor Sponsor Indemnitee to indemnification pursuant to this Section 5.12 6.1 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the certificate Governing Documents of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company or any of its subsidiariesthe Company.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investorany Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach by such Investor Holder Indemnitee or its Affiliates of this Investor Rights Agreement, the Purchase Agreement BCA (to the extent such Investor Holder Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Holder Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Holder Indemnitee or any of its Affiliates, on the one hand, and Company PubCo or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) CompanyPubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding the foregoing; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.12, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, or any action or proceeding arising therefrom. Company PubCo or its subsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement and provided, that the only penalty imposed in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, settlement is a monetary payment that will be paid in each case without the written consent of Pubcofull by PubCo or its subsidiaries. (c) [Reserved]PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its subsidiaries to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the DGCL (as applicable pursuant to this Investor Rights Agreement) and Guernsey Law (as applicable pursuant to the Memorandum and Articles), (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any other agreement between PubCo or any of its subsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any subsidiary of PubCo and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any subsidiary of PubCo ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Holder Indemnitee (or its Affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than PubCo, any of its subsidiaries or the insurer under and pursuant to an insurance policy of PubCo or any of its subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Holder Indemnitee or the obligations of PubCo or any of its subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) PubCo shall, and to the extent applicable shall cause its subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo and/or any of its subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo and/or any of its subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.12(c), entitled to enforce this Section 5.12(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. PubCo shall cause each of its subsidiaries to perform the terms and obligations of this Section 5.12(c) as though each such subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 5.12(c), the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.12, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing foregoing, who is an officer, officer or director or employee of Company PubCo or any of its subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to any other rights any such Person may have under any other section of this Investor Rights Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiaries.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investor(i) any Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Investor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, Persons or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersAffiliates, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding , (ii) the foregoingbusiness, operations, properties, assets or other rights or liabilities of PubCo or any of its subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Holder or its Affiliates to PubCo or any of their respective subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.125.13, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, or any action or proceeding arising therefrom, whether or not such Holder Indemnitee is a party thereto. Company PubCo or its subsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement and provided, that the only penalty imposed in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, settlement is a monetary payment that will be paid in each case without the written consent of Pubcofull by PubCo or its subsidiaries. (c) [Reserved]PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its subsidiaries to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the Delaware General Corporation Law and the Organizational Documents, each as amended, (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any other agreement between PubCo or any of its subsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any subsidiary of PubCo and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any subsidiary of PubCo ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Holder Indemnitee (or its Affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than PubCo, any of its subsidiaries or the insurer under and pursuant to an insurance policy of PubCo or any of its subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Holder Indemnitee or the obligations of PubCo or any of its subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) PubCo shall, and to the extent applicable shall cause its subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo and/or any of its subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo and/or any of its subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.13(c), entitled to enforce this Section 5.13(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. PubCo shall cause each of its subsidiaries to perform the terms and obligations of this Section 5.13(c) as though each such subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 5.13(c), the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.125.13, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, officer or director or employee of Company PubCo or any of its subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 5.13 will be in addition to any other rights any such Person may have under any other section of this Investor Rights Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiaries.

Indemnification; Exculpation. (a) Company 6.5.1 As an inducement for the Sponsor to enter into this Agreement and approve the transactions contemplated by the Business Combination Agreement, subject in each case to restrictions under applicable Law, CayCo will, and Company CayCo will cause each of its subsidiaries Subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Sponsor and each of its direct and indirect partners, equityholders, members, managers, Affiliatesaffiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Sponsor Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claimsActions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Sponsor Indemnitees or any of them on before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) Action arising directly or indirectly out of, or in any way relating to, the Investor(i) any Sponsor’s or its Affiliatesaffiliates’ ownership of Equity Securities equity securities of Company CayCo or any of its Subsidiaries or control of or ability to influence Company CayCo or any of its subsidiaries Subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Investor Sponsor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Indemnitee or its Affiliates affiliates or other related PersonsPersons or, or subject to applicable Law, the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Sponsor Indemnitee or its Affiliates to (A) its direct or indirect equity holdersequityholders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersaffiliates, (y) to the extent such control or the ability to control Company CayCo or any of its subsidiaries Subsidiaries derives from the Investorsuch Sponsor’s or its Affiliatesaffiliates’ capacity as an officer or director of Company CayCo or any of its subsidiariesSubsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding , (ii) the foregoingbusiness, operations, properties, assets or other rights or liabilities of CayCo or any of its Subsidiaries, or (iii) any services provided prior to, on or after the date of this Agreement by any Sponsor or its affiliates to CayCo any of its Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company CayCo will, and will cause its subsidiaries Subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawLaw. For the purposes of this Section 5.126.5, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Sponsor Indemnitee as to any previously advanced indemnity payments made by Company CayCo or any of its subsidiariesSubsidiaries, then such payments shall be promptly repaid by such Investor Sponsor Indemnitee to Company CayCo and its subsidiariesSubsidiaries. The rights of any Invesror Sponsor Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the organizational or governing documents Governing Documents of Company CayCo or its subsidiariesSubsidiaries. (b) Company 6.5.2 CayCo will, and will cause each of its subsidiaries Subsidiaries to, jointly and severally, reimburse any Investor Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.126.5, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. Company CayCo or its subsidiariesSubsidiaries, in the defense of any Action for which an Investor a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.126.5, may, without the consent of such Investor Sponsor Indemnitee, consent to the entry of any judgment or enter into any settlement settlement, if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement if, it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Sponsor Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Sponsor Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Sponsor Indemnitee. No Investor Indemnitee , and provided that, the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo or its Subsidiaries. 6.5.3 CayCo acknowledges and agrees that CayCo shall, and to the extent applicable shall settlecause its Subsidiaries to, compromise or consent be fully and primarily responsible for the payment to any judgement Sponsor Indemnitee in respect of Indemnified Liabilities in connection with any Action for which such Investor Indemnitee seeks indemnification under Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) CayCo’s Governing Documents, each as amended, (ii) any director indemnification agreement, (iii) this Agreement, any other agreement between CayCo or any of its Subsidiaries and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, (iv) the Laws of the jurisdiction of incorporation or organization of any Subsidiary of CayCo, and/or (v) the Governing Documents of CayCo’s Subsidiaries ((i) through (v) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Indemnitee (or its affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCo, any of its Subsidiaries or the insurer under and pursuant to any insurance policy of CayCo or any of its Subsidiaries) from whom such Sponsor Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo or any of its Subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Indemnitee or the obligations of CayCo or any of its Subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo shall, and to the extent applicable shall cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by C▇▇▇▇ and/or any of its Subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Sponsor Indemnitee against CayCo and/or any of its Subsidiaries, as applicable, and (z) such Sponsor Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each party hereto agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.126.5, in entitled to enforce this Section 6.5.3 as though each case such Indemnitee-Related Entity were a party to this Agreement. CayCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 6.5.3 as though each such Subsidiary were a party to this Agreement. For purposes of this Section 6.5.3, the term (“Jointly Indemnifiable Claims”) shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Indemnitee shall be entitled to indemnification from both (1) CayCo and/or any of its Subsidiaries, pursuant to the written consent Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Sponsor Indemnitee (or its affiliates), pursuant to which such Sponsor Indemnitee is indemnified, the Laws of Pubcothe jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents of any Indemnitee-Related Entity, on the other hand. (c) [Reserved]. (d) 6.5.4 In no event shall any Investor Sponsor Indemnitee be liable to Company CayCo or any of its subsidiaries Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Sponsor Indemnitee as determined by a final, nonappealable non-appealable determination of a court of competent jurisdiction. (e) 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 5.126.5, the term Invesor Sponsor Indemnitees shall not include the Investor any Sponsor or its any of its partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, officer or director or employee of Company CayCo or any of its subsidiaries Subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership Governing Documents and other agreements and other instruments of Company CayCo and its subsidiariesSubsidiaries (including as contemplated in Section 6.1). (f) 6.5.6 The rights of any Investor Sponsor Indemnitee to indemnification pursuant to this Section 5.12 6.5 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the certificate Governing Documents of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company or any of CayCo and its subsidiariesSubsidiaries.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries Subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investor(i) any Holder’s or its Affiliates’ ownership of Equity Securities of Company or control or ability to influence Company PubCo or any of its subsidiaries Subsidiaries or (ii) the business, operations, properties, assets or other than rights or liabilities of PubCo or any of its Subsidiaries; provided, that the foregoing indemnity shall not apply to any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Investor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, Persons or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersAffiliates, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries Subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, Subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraudCause relates to, gross negligence causes, gives rise to, results in, or willful misconduct). Notwithstanding the foregoingaffects such Indemnified Liabilities; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries Subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.125.13, none of any limitation to the circumstances indemnity described in the limitations contained in the proviso in the immediately preceding sentence above shall be deemed to apply absent only after a final non-appealable judgment of a court or arbiter of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiariesSubsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiariesSubsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiariesSubsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries Subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, or any action or proceeding arising therefrom, whether or not such Holder Indemnitee is a party thereto. Company PubCo or its subsidiariesSubsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) other than with respect to the settlement itself does not impose any other limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, in each case without the written consent of Pubco. (c) [Reserved]. PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its Subsidiaries (dincluding, for purposes hereof, any applicable insurance) In to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), For purposes of indemnification under the Investor Rights Agreement, under no event circumstance shall any Investor Indemnitee be liable to Company PubCo or any of its subsidiaries for Subsidiaries be entitled to any act, alleged act, omission right of subrogation or alleged omission that does not constitute gross negligence, willful misconduct contribution by the Indemnitee-Related Entities and no right of advancement or fraud recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Holder Indemnitee or the obligations of PubCo or any of its Subsidiaries under the Investor Indemnitee Rights Agreement. PubCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 5.13(c) as determined by though each such Subsidiary were a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything party to the contrary contained in this Investor Rights Agreement, for . For purposes of this Section 5.125.13(c), the term Invesor Indemnitees “Jointly Indemnifiable Claims” shall not include the Investor or its include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its partnersSubsidiaries pursuant to the Indemnification Sources, equityholderson the one hand, membersand (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any the laws of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, director or employee of Company or any of its subsidiaries in such capacity as officer, director or employee. Such officers, directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate jurisdiction of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company and its subsidiaries. (f) The rights organization of any Investor Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to Indemnitee-Related Entity and/or the Organizational Documents of any Indemnitee-Related Entity, on the other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company or any of its subsidiarieshand.

Indemnification; Exculpation. (a) Company willPubCo shall defend, and Company will cause each of its subsidiaries to, jointly and severally indemnify and hold harmless each Investor and each of its direct and indirect respective Affiliates, partners, equityholdersemployees, membersagents, directors, managers, Affiliates, directors, officers, shareholders, fiduciaries, officers and controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing Persons (collectively, the “Investor IndemniteesIndemnified Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses damages, costs, expenses, or obligations of any kind or nature (whether accrued or fixed, absolute or contingent) in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Indemnitees or any of them on Indemnified Parties before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the (i) any Investor’s or its Affiliates’ ownership of Equity Securities of Company or control or ability to influence Company PubCo or any of its subsidiaries (other than any such Indemnified Liabilities (wx) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee Indemnified party or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee Indemnified Party or its Affiliates to Company PubCo or its Affiliates (other than such Investor Indemnitee or its AffiliatesIndemnified Party), under the Purchase Agreement, Merger Agreement and the Transaction Agreements (xy) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Investor Indemnitee an Indemnified Party or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Indemnitee or its Affiliates Indemnified Party to (A) its direct or indirect equity holders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company or any of its subsidiaries derives from the Investor’s or its Affiliates’ capacity as an officer or director of Company or any of its subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraudgross negligence, gross negligence bad faith or willful misconduct). Notwithstanding , (ii) the foregoingbusiness, if and to the extent that the foregoing undertaking may be unavailable operations, properties, assets or unenforceable for other rights or liabilities of PubCo or any reason of its subsidiaries (other than claims by virtue PubCo against any such Indemified Party as a result of a contractual commercial arrangement between such parties) or (iii) any services provided prior, on or after the date of this Agreement by any Investor or its Affiliates to PubCo or any of its subsidiaries as a member of the Board. PubCo shall defend at its own cost and expense in respect of any exclusions Action which may be brought against PubCo and/or its Affiliates and the Indemnified Parties. PubCo shall defend at its own cost and expense any and all Actions which may be brought in which the Indemnified Parties may be impleaded with others upon any Action by the Indemnified Parties, except that if such damage shall be proven to be the direct result of gross negligence, bad faith or willful misconduct by any of the Indemnified Parties, then such Indemnified Party shall reimburse PubCo for the costs of defense and other costs incurred by PubCo in proportion to such Indemnified Party’s culpability as proven. In the event of the assertion against any Indemnified Party of any Action or the commencement of any Action, PubCo shall be entitled to participate in such Action and in the investigation of such Action and, after written notice from PubCo to such Indemnified Party, to assume the investigation or defense of such Action with counsel of PubCo’s choice at PubCo’s expense; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. Notwithstanding anything to the contrary contained herein, PubCo may retain one firm of counsel to represent all Indemnified Parties in such Action; provided, however, that the Indemnified Party shall have the right to employ a single firm of separate counsel (and any necessary local counsel) and to participate in the defense or investigation of such Action and PubCo shall bear the expense of such separate counsel (and local counsel, if applicable), Company if (x) in the opinion of counsel to the Indemnified Party use of counsel of PubCo’s choice could reasonably be expected to give rise to a conflict of interest, (y) PubCo shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such Action or (z) PubCo shall authorize the Indemnified Party to employ separate counsel at PubCo’s expense. PubCo further agrees that with respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by, any Investor or any of its Affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to PubCo or any of its subsidiaries, that PubCo or such subsidiaries, as applicable, shall be primarily liable for all Indemnified Liabilities afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of PubCo, whether the Indemnified Liabilities are created by law, organizational or constituent documents, contract (including this Agreement) or otherwise. PubCo hereby agrees that in no event shall PubCo or any of its subsidiaries have any right or claim against any Investor for contribution or have rights of subrogation against any Investor through an Indemnified Party for any payment made by PubCo or any of its subsidiaries with respect to any Indemnified Liability. In addition, PubCo hereby agrees that in the event that any Investor pays or advances an Indemnified Party any expenses with respect to an Indemnified Liability, PubCo will, and or will cause its subsidiaries to, make the maximum contribution as applicable, promptly reimburse such Investor respectively, for such payment or advance upon request; subject to the payment and satisfaction receipt by PubCo of each of a written undertaking executed by the Indemnified Liabilities Party and such Investor, as applicable, that is permissible under applicable law. For the purposes of this Section 5.12, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence makes such payment or advance to repay any such amounts if it shall ultimately be deemed to apply absent a final non-appealable judgment of determined by a court of competent jurisdiction that such Indemnified Party was not entitled to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Indemnitee as to any previously advanced indemnity payments made be indemnified by Company or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Indemnitee to Company and its subsidiariesPubCo. The rights of any Invesror Indemnitee foregoing right to indemnification under this Agreement will indemnity shall be in addition to any other rights that any such Person Indemnified Party may have under at common law or otherwise and shall remain in full force and effect following the completion or any termination of the engagement. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated by this Section 16, then PubCo shall contribute to the amount paid or payable by the Indemnified Party as a result of such Action in such proportion as is appropriate to reflect the relative benefits received by PubCo, on the one hand, and the Indemnified Party, as the case may be, on the other hand, as well as any other agreement or instrument to which such Investor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company or its subsidiariesrelevant equitable considerations. (b) Company willPubCo hereby acknowledges that certain of the Indemnified Parties have certain rights to indemnification, advancement of expenses and/or insurance provided by investment funds managed by an Investor or its Affiliates (collectively, the “Fund Indemnitors”). PubCo hereby agrees with respect to any indemnification, hold harmless obligation, expense advancement or reimbursement provision or any other similar obligation whether pursuant to or with respect to this Agreement, the organizational documents of PubCo or any of its subsidiaries or any other agreement, as applicable, (i) that PubCo and its subsidiaries are the indemnitor of first resort (i.e., their obligations to the Indemnified Parties are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for claims, expenses or obligations arising out of the same or similar facts and circumstances suffered by any Indemnified Party are secondary), (ii) that PubCo shall be required to advance the full amount of expenses incurred by any Indemnified Party and shall be liable for the full amount of all expenses, liabilities, obligations, judgments, penalties, fines, and will cause amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, the organizational documents of PubCo or any of its subsidiaries or any other agreement, as applicable, without regard to any rights any Indemnified Party may have against the Fund Indemnitors, and (iii) that PubCo, on behalf of itself and each of its subsidiaries tosubsidiaries, jointly irrevocably waives, relinquishes and severallyreleases the Fund Indemnitors from any and all Actions against the Fund Indemnitors for contribution, reimburse any Investor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and subrogation or any other litigation-related expenses) as they are incurred recovery of any kind in respect thereof. PubCo further agrees that no advancement or payment by such Investor Indemnitee in connection the Fund Indemnitors on behalf of any Indemnified Party with investigating, preparing, pursuing, defending or assisting in the defense of respect to any Action for which any Indemnified Party has sought indemnification from PubCo shall affect the Investor Indemnitee would foregoing and the Fund Indemnitors shall have a right of contribution and/or be entitled subrogated to indemnification under the extent of such advancement or payment to all of the rights of recovery of any Indemnified Party against PubCo. PubCo agrees that the Fund Indemnitors are express third-party beneficiaries of the terms of this Section 5.12, or any action or proceeding arising therefrom. Company or its subsidiaries, in the defense of any Action for which an Investor Indemnitee would be entitled to indemnification under the terms of this Section 5.12, may, without the consent of such Investor Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, in each case without the written consent of Pubco16. (c) [Reserved]. (d) In no event shall any Investor Indemnitee be liable to Company or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 5.12, the term Invesor Indemnitees shall not include the Investor or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, director or employee of Company or any of its subsidiaries in such capacity as officer, director or employee. Such officers, directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company and its subsidiaries. (f) The rights of any Investor Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company or any of its subsidiaries.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) to the extent arising directly or indirectly out of, or in any way relating to, the Investor(i) any Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Investor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, Persons or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersAffiliates, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding , (ii) the foregoingbusiness, operations, properties, assets or other rights or liabilities of PubCo or any of its subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Holder or its Affiliates to PubCo or any of their subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawLaw. For the purposes of this Section 5.12, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law Law or regulation or under the organizational or governing documents of Company PubCo or its subsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, or any action or proceeding arising therefrom, whether or not such Holder Indemnitee is a party thereto. Company PubCo or its subsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement and provided, that the only penalty imposed in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, settlement is a monetary payment that will be paid in each case without the written consent of Pubcofull by PubCo or its subsidiaries. (c) [Reserved]PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its subsidiaries to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the Delaware General Corporation Law and the Organizational Documents, each as amended, (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any other agreement between PubCo or any of its subsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, (iv) the Laws of the jurisdiction of incorporation or organization of any subsidiary of PubCo or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any subsidiary of PubCo ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Holder Indemnitee (or its Affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than PubCo, any of its subsidiaries or the insurer under and pursuant to an insurance policy of PubCo or any of its subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Holder Indemnitee or the obligations of PubCo or any of its subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) PubCo shall, and to the extent applicable shall cause its subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo or any of its subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo or any of its subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.12(c), entitled to enforce this Section 5.12(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. PubCo shall cause each of its subsidiaries to perform the terms and obligations of this Section 5.12(c) as though each such subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 5.12(c), the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo or any of its subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, the Laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.12, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, officer or director or employee of Company PubCo or any of its subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to any other rights any such Person may have under any other section of this Investor Rights Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiaries.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries to, jointly and severally indemnify and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, stockholders, fiduciaries, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investorany Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Holder Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Holder Indemnitee or its Affiliates to Company PubCo or its Affiliates (other than such Investor Holder Indemnitee or its Affiliates), under the Purchase AgreementBCA and the Ancillary Agreements, (x) to the extent such Indemnified Liabilities arise out of any breach by such Investor Holder Indemnitee or its Affiliates of this Agreement, the Purchase Agreement BCA (to the extent such Investor Holder Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Holder Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Holder Indemnitee or any of its Affiliates, on the one hand, and Company PubCo or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) CompanyPubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding the foregoing, if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein), Company PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.12, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, or any action or proceeding arising therefrom. Company PubCo or its subsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company PubCo or its designated subsidiary and such settlement (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Holder Indemnitee shall settle, compromise or consent to any judgement in connection with any Action for which such Investor Holder Indemnitee seeks indemnification under the terms of this Section 5.12, in each case without the written consent of PubcoPubCo. (c) [Reserved]Notwithstanding the foregoing provisions of this Section 5.12, each Holder agrees that, under the Blue Owl Operating Group Partnership Agreements, each Blue Owl Operating Group Entity is an indemnitor of first resort with respect to indemnification of the Indemnified Liabilities for the Persons indemnified thereunder. Accordingly, each Holder acknowledges and agrees that, if such ▇▇▇▇▇▇ is entitled to indemnification under the Blue Owl Operating Group Partnership Agreements, such indemnification obligations of the Blue Owl Operating Group Entities are senior and prior to the obligations of PubCo hereunder. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 5.12, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, director or employee of Company PubCo or any of its subsidiaries in such capacity as officer, director or employee. Such officers, directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiaries.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investorany Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach by such Investor Holder Indemnitee or its Affiliates of this Investor Rights Agreement, the Purchase Agreement BCA (to the extent such Investor Holder Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Holder Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Holder Indemnitee or any of its Affiliates, on the one hand, and Company PubCo or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) CompanyPubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding the foregoing; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.12, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, or any action or proceeding arising therefrom. Company PubCo or its subsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement and provided, that the only penalty imposed in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, settlement is a monetary payment that will be paid in each case without the written consent of Pubcofull by PubCo or its subsidiaries. (c) [Reserved]PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its subsidiaries to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the Delaware General Corporation Law and the Certificate of Incorporation and Bylaws, each as amended, (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any other agreement between PubCo or any of its subsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any subsidiary of PubCo and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any subsidiary of PubCo ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Holder Indemnitee (or its Affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than PubCo, any of its subsidiaries or the insurer under and pursuant to an insurance policy of PubCo or any of its subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Holder Indemnitee or the obligations of PubCo or any of its subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) PubCo shall, and to the extent applicable shall cause its subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo and/or any of its subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo and/or any of its subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related Entities shall be third- party beneficiaries with respect to this Section 5.12(c), entitled to enforce this Section 5.12(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. PubCo shall cause each of its subsidiaries to perform the terms and obligations of this Section 5.12(c) as though each such subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 5.12(c), the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.12, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, officer or director or employee of Company PubCo or any of its subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to any other rights any such Person may have under any other section of this Investor Rights Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiaries.. IN WITNESS WHEREOF, each of the Parties has duly executed this Investor Rights Agreement as of the Effective Date. PUBCO: RUSH STREET INTERACTIVE, INC. By: Name: Title: SPONSOR: DMY SPONSOR, LLC By: Name: Title: SELLERS: [●] SPONSOR PRINCIPALS: ▇▇▇▇▇ ▇. You ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ DMY INDEPENDENT DIRECTORS: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇

Indemnification; Exculpation. (a) 5.1.1 As an inducement for the Sponsor to enter into this Agreement and approve the transactions contemplated by the Business Combination Agreement, subject in each case to restrictions under applicable Law and to compliance by the Sponsor in all material respects with Section 5.1.9, the Company will, and Company will cause each of its subsidiaries toindemnify, jointly and severally indemnify exonerate and hold Investor the Sponsor and each of its respective direct and indirect partners, equityholders, members, managers, Affiliatesaffiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Sponsor Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claimsActions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Sponsor Indemnitees or any of them on or after before the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) Action arising directly or indirectly out of, or in any way relating to, the Investor’s or its Affiliates’ ownership of Equity Securities of Company or control or ability to influence Company or any of its subsidiaries Business Combination Agreement, the Transaction Agreements (as defined in the Business Combination Agreement) and the transactions and related filings contemplated by the Business Combination Agreement and the Transaction Agreements (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach by such Investor Sponsor Indemnitee or its Affiliates of this the Business Combination Agreement, the Purchase any Transaction Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other written agreement between such Investor Indemnitee or any of its AffiliatesSponsor Indemnitee, on the one hand, and Company or any of its subsidiariesthe Company, on the other hand, hand (in each case case, to the extent such Sponsor Indemnitee is a party thereto) or, subject to applicable Law, the breach by such Investor Sponsor Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Sponsor Indemnitee or its Affiliates to (A) its direct or indirect equity holdersequityholders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company or any of its subsidiaries derives from the Investor’s or its Affiliates’ capacity as an officer or director of Company or any of its subsidiariesaffiliates, or (zy) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding the foregoing; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, the Company will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is payable pursuant to this Section 5.1.1 to the extent permissible under applicable lawLaw. For the purposes of this Section 5.125.1, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Sponsor Indemnitee as to any previously advanced indemnity payments made by Company or any of its subsidiariesthe Company, then such payments shall be promptly repaid by such Investor Sponsor Indemnitee to Company and its subsidiariesthe Company. The rights of any Invesror Sponsor Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the organizational or governing documents Governing Documents of the Company or its subsidiariesSubsidiaries, provided, however, that (x) each Sponsor Indemnitee shall use commercially reasonable efforts to mitigate the Indemnified Liabilities, including by using commercially reasonable efforts to pursue all applicable rights of recovery or contribution available to each Sponsor Indemnitee from third parties (excluding Indemnitee-Related Entities (as defined below)) and making applicable claims under all available insurance policies and using commercially reasonable efforts to pursue such claims; and (y) any amount actually received by any Sponsor Indemnitee from any such other source (including the insurance policy) with respect to the Indemnified Liabilities shall be subject to the provisions of Section 5.1.7. Each party hereto agree that each of the Sponsor Indemnitees shall be third-party beneficiaries with respect to this Section 5.1, entitled to enforce this Section 5.1 as though each such Sponsor Indemnitee was a party to this Agreement. 5.1.2 If any Action shall be brought or asserted against any Sponsor Indemnitee in respect of which indemnification may be sought pursuant to this Section 5.1, such Sponsor Indemnitee shall promptly notify the Company in writing; provided, that the failure to notify the Company shall not relieve it from any liability that it may have under this Section 5.1 except to the extent that it has been materially prejudiced (bthrough the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Company willshall not relieve it from any liability that it may have to a Sponsor Indemnitee otherwise than under the preceding paragraphs of this Section 5.1. If any such Action shall be brought or asserted against a Sponsor Indemnitee and it shall have notified the Company thereof, absent the Sponsor Indemnitee’s reasonable conclusion that an actual or potential differing of interests exists between the Company and will cause each such Sponsor Indemnitee, the Company shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof (by providing notice of its subsidiaries tosuch election within thirty (30) days of receipt of notice of such Action from such Sponsor Indemnitee), jointly with counsel reasonably satisfactory to the Sponsor Indemnitee and severally, reimburse any Investor Indemnitee for all shall pay the reasonable costs and expenses (including reasonable attorneys’ fees and expenses and of such counsel related to such Action, as incurred. After notice from the Company to a Sponsor Indemnitee of its election to assume the defense thereof, except as set forth in Section 5.1.3, the Company shall not be liable to such Sponsor Indemnitee under such subsection for any legal expenses of other counsel or any other litigationexpenses, in each case subsequently incurred by such Sponsor Indemnitee, in connection with the defense thereof other than reasonable costs of investigation. Each Sponsor Indemnitee shall reasonably cooperate with the Company and its representatives and advisors and shall give the Company and its representatives and advisors commercially reasonable access to all information, documents and files within such Sponsor Indemnitee’s custody and control, and to relevant witnesses with respect to any claim that in respect of which indemnification may be sought pursuant to this Section 5.1, in each case, solely to the extent reasonable and necessary to defend any such Action; provided, that the parties hereto shall use commercially reasonable efforts to avoid the production of any information provided pursuant to this Section 5.1 (consistent with applicable Law), and to cause all communications among employees, counsel and others representing either party to any such Action to be made so as to preserve any applicable attorney-client or work-product privileges. 5.1.3 In any such Action, any Sponsor Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Sponsor Indemnitee unless (i) the Company and the Sponsor Indemnitee shall have mutually agreed to the contrary; (ii) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to the Sponsor Indemnitee; or (iii) the Sponsor Indemnitee reasonably concludes that retention of its own counsel is appropriate due to (x) actual or potential differing interests between the Sponsor Indemnitee and the Company and/or other named parties in any such or potential Action or (y) because there are one or more different defenses that conflict with respect to such Action. It is understood and agreed that the Company shall not, in connection with any Action or related expensesAction in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel which shall be limited to one firm in each jurisdiction) for all Sponsor Indemnitees, and that all such reasonable fees and expenses shall be paid or reimbursed as they are incurred upon receipt from the Sponsor Indemnitee of a written request for payment thereof accompanied by a written statement with reasonable, non-privileged supporting detail of such Investor Indemnitee in connection with investigatingfees and expenses. The Company or its Subsidiaries, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.125.1, or any action or proceeding arising therefrom. Company or its subsidiaries, in the defense of any Action for which an Investor Indemnitee would be entitled to indemnification under the terms of this Section 5.12, mayshall not, without the consent of such Investor Sponsor Indemnitee, such consent not to entry of any judgment be unreasonably conditioned, withheld or delayed, enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement unless it (ia) includes as a term thereof the giving by the claimant or plaintiff or class therein to such Investor Sponsor Indemnitee of an unconditional release from all liability with respect to such Action, (iib) does not impose any limitations (equitable or otherwise) on such Investor Sponsor Indemnitee, and (iiic) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Sponsor Indemnitee. No Investor Indemnitee , and provided, that the only consideration for such settlement is a monetary payment that will be paid in full by the Company or its Subsidiaries. 5.1.4 The Company acknowledges and agrees that the Company shall settle, compromise or consent be fully and primarily responsible for the payment to any judgement Sponsor Indemnitee in respect of Indemnified Liabilities in connection with any Action for which such Investor Indemnitee seeks indemnification under Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the Israeli Companies Law, 1999 and the Company’s Governing Documents, each as amended, (ii) any director indemnification agreement, (iii) this Agreement, any other agreement between the Company or any of its Subsidiaries and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, (v) the Laws of the jurisdiction of incorporation or organization of any Subsidiary of the Company and/or (vi) the Governing Documents of the Company’s Subsidiaries ((i) through (vi) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Indemnitee (or its affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company, any of its Subsidiaries or the insurer under and pursuant to any insurance policy of the Company or any of its Subsidiaries) from whom such Sponsor Indemnitee may be entitled to indemnification with respect to which, in whole or in part, the Company or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall the Company or any of its Subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Indemnitee or the obligations of the Company or any of its Subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) the Company shall reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by the Company pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Sponsor Indemnitee against the Company, and (z) such Sponsor Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each party hereto agrees that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.125.1, in entitled to enforce this Section 5.1.4 as though each case such Indemnitee-Related Entity were a party to this Agreement. For purposes of this Section 5.1.4, the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Indemnitee shall be entitled to indemnification from both (1) the written consent Company and/or any of Pubco.its Subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, the Laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents of any Indemnitee-Related Entity, on the other hand.. (c) [Reserved]. (d) 5.1.5 In no event shall any Investor Sponsor Indemnitee be liable to the Company or any of its subsidiaries Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Sponsor Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) 5.1.6 Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.125.1, the term Invesor Sponsor Indemnitees shall not include the Investor any Sponsor or its any of its partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who who, in each case, is an officer, officer or director or employee of the Company or any of its subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership Governing Documents and other agreements and other instruments of the Company and its subsidiariesSubsidiaries. (f) 5.1.7 The rights of any Investor Sponsor Indemnitee to indemnification pursuant to this Section 5.12 5.1 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the certificate Governing Documents of the Company and its Subsidiaries. 5.1.8 Notwithstanding the foregoing provisions of this Article V, all payments to be made by the Company and its Subsidiaries pursuant to the foregoing provisions of this Article V shall be limited partnershipto the amount of any Indemnified Liabilities that remains after deducting therefrom any insurance proceeds and any indemnity, limited partnership agreementcontribution or other similar payment actually received by the Sponsor Indemnitee from any third parties (other than the Company and its Subsidiaries) in respect of any such Action, certificate net of incorporation any out-of-pocket costs and expenses of recovery, the amount of any deductibles or bylaws (or equivalent governing documents) of retentions, and increases in premiums. If any Sponsor Indemnitee receives any payment from the Company or its Subsidiaries in respect of any Indemnified Liability and the Sponsor Indemnitee recovers from a third party insurance proceeds or any other amount in respect of the underlying claim or demand asserted pursuant to this Article V against the Company or such Subsidiary, such Sponsor Indemnitee shall, as soon as reasonably practicable, pay over to the Company or such Subsidiary such insurance proceeds or other amount so recovered (after deducting therefrom the amount of reasonable and documented out-of-pocket costs and expenses incurred by it in procuring such recovery, the amount of any deductibles or retentions, and any increases in premiums), but not in excess of the sum of any amount previously paid by the Company and its subsidiariesSubsidiaries to or on behalf of the Sponsor Indemnitee in respect of such claim. 5.1.9 As a conditi

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries to, jointly and severally indemnify and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, stockholders, fiduciaries, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investorany Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Holder Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Holder Indemnitee or its Affiliates to Company PubCo or its Affiliates (other than such Investor Holder Indemnitee or its Affiliates), under the Purchase AgreementBCA and the Ancillary Agreements, (x) to the extent such Indemnified Liabilities arise out of any breach by such Investor Holder Indemnitee or its Affiliates of this Agreement, the Purchase Agreement BCA (to the extent such Investor Holder Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Holder Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Holder Indemnitee or any of its Affiliates, on the one hand, and Company PubCo or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) CompanyPubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding the foregoing, if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein), Company PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.12, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, or any action or proceeding arising therefrom. Company PubCo or its subsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company PubCo or its designated subsidiary and such settlement (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Holder Indemnitee shall settle, compromise or consent to any judgement in connection with any Action for which such Investor Holder Indemnitee seeks indemnification under the terms of this Section 5.12, in each case without the written consent of PubcoPubCo. (c) [Reserved]Notwithstanding the foregoing provisions of this Section 5.12, each Holder agrees that, under the A&R Blue Owl Carry LP Agreement and the A&R Blue Owl Holdings LP Agreement, each of Blue Owl Carry and Blue Owl Holdings is an indemnitor of first resort with respect to indemnification of the Indemnified Liabilities for the Persons indemnified thereunder. Accordingly, each Holder acknowledges and agrees that, if such ▇▇▇▇▇▇ is entitled to indemnification under the A&R Blue Owl Carry LP Agreement and the A&R Blue Owl Holdings LP Agreement, such indemnification obligations of Blue Owl Carry and Blue Owl Holdings are senior and prior to the obligations of PubCo hereunder. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 5.12, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, director or employee of Company PubCo or any of its subsidiaries in such capacity as officer, director or employee. Such officers, directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiaries.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries Subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investor(i) any Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries Subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Investor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, Persons or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersAffiliates, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries Subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, Subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding , (ii) the foregoingbusiness, operations, properties, assets or other rights or liabilities of PubCo or any of its Subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Holder or its Affiliates to PubCo or any of their respective Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries Subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.125.13, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiariesSubsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiariesSubsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiariesSubsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries Subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, or any action or proceeding arising therefrom, whether or not such Holder Indemnitee is a party thereto. Company PubCo or its subsidiariesSubsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement and provided, that the only penalty imposed in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, settlement is a monetary payment that will be paid in each case without the written consent of Pubcofull by PubCo or its Subsidiaries. (c) [Reserved]PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) French law and the Organizational Documents of PubCo, each as amended, (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any other agreement between PubCo or any of its Subsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any Subsidiary of PubCo and/or (v) the Organizational Documents of any Subsidiary of PubCo ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Holder Indemnitee (or its Affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than PubCo, any of its Subsidiaries or the insurer under and pursuant to an insurance policy of PubCo or any of its Subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its Subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Holder Indemnitee or the obligations of PubCo or any of its Subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) PubCo shall, and to the extent applicable shall cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo and/or any of its Subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo and/or any of its Subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.13(c), entitled to enforce this Section 5.13(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. PubCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 5.13(c) as though each such Subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 5.13(c), the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its Subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Organizational Documents of any Indemnitee-Related Entity, on the other hand. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.125.13, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, officer or director or employee of Company PubCo or any of its subsidiaries Subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the certificate Organizational Documents of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiariesSubsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 5.13 will be in addition to any other rights any such Person may have under any other section of this Investor Rights Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate Organizational Documents of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiariesSubsidiaries.

Indemnification; Exculpation. (a) 6.1.1 As an inducement for the Sponsor to enter into this Agreement, subject in each case to restrictions under applicable Law, the Company will, indemnify, exonerate and Company will cause hold (x) the Sponsor and (y) each of its subsidiaries to, jointly and severally indemnify and hold Investor and each of its direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholdersfiduciaries, fiduciariesmanagers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Sponsor Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket costs and expenses in connection therewith (including reasonable attorneys’ fees and expenses) (collectively, “Liabilities”) incurred by the Investor Sponsor Indemnitees or any of them on or after before the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) Action arising directly or indirectly out of, or in any way relating to, the InvestorSponsor’s or its Affiliates’ ownership of Equity Securities of Company or control or ability management of the Company on or prior to influence the date of this Agreement, the business of the Company on or any prior to the date of its subsidiaries this Agreement, services provided by the Sponsor to the Company prior to the date of this Agreement, the Merger Agreement, the Transaction Agreements (as defined in the Merger Agreement) and the transactions and related filings contemplated by the Merger Agreement and the Transaction Agreements (other than than, in each and every case, any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach by such Investor any Sponsor Indemnitee or its Affiliates of this the Merger Agreement, the Purchase any Transaction Agreement (to as defined in the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee Merger Agreement) or any of its Affiliates is a party, or any other written agreement between such Investor Indemnitee or any of its AffiliatesSponsor Indemnitee, on the one hand, and Company or any of its subsidiariesthe Company, on the other hand, hand (in each case by such Investor case, to the extent any Sponsor Indemnitee or its Affiliates or other related Personsis a party thereto) or, or subject to applicable Law, the breach by any Sponsor Indemnitee of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor any Sponsor Indemnitee or its Affiliates to (A) its direct or indirect equity holdersequityholders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersaffiliates, (y) to the extent such control Liabilities are directly caused by any Sponsor Indemnitee’s gross negligence, bad faith or the ability to control Company or any of its subsidiaries derives from the Investor’s or its Affiliates’ capacity as an officer or director of Company or any of its subsidiarieswillful misconduct, or (z) to the extent such Indemnified Liabilities are directly caused by such Personarise out of any Sponsor Indemnitee’s fraudbreach of applicable Law (collectively, gross negligence or willful misconduct“Excluded Liabilities”). Notwithstanding the foregoing; provided, however, that if and to the extent that the foregoing indemnity undertaking in respect of Indemnified Liabilities may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, the Company will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is payable pursuant to this Section 6.1.1 to the extent permissible under applicable lawLaw. For the purposes of this Section 5.126.1, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Sponsor Indemnitee as to any previously advanced indemnity payments made by Company or any of its subsidiariesthe Company, then such payments shall be promptly repaid by such Investor Sponsor Indemnitee to the Company. Notwithstanding anything herein or otherwise to the contrary (a) for the avoidance of doubt, in no event shall Indemnified Liabilities include any Excluded Liabilities, and (b) in no event shall the Company or any of its affiliates be responsible for, and its subsidiariesno Indemnified Liabilities will include, any special, indirect, incidental, consequential or punitive damages; provided that nothing in this clause (b) shall limit the indemnity and contribution obligations of the Company otherwise existing to the extent such special, indirect, incidental, consequential or punitive damages are actually payable to any third party (unaffiliated with any Sponsor Indemnitee). The rights of any Invesror Sponsor Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the organizational or governing documents Organizational Documents of the Company or its subsidiariesSubsidiaries, provided, however, that (x) each Sponsor Indemnitee shall use commercially reasonable efforts to mitigate the Indemnified Liabilities, including by using commercially reasonable efforts to pursue all applicable rights of recovery or contribution available to each Sponsor Indemnitee from third parties (excluding Indemnitee-Related Entities (as defined below)) and making applicable claims under all available insurance policies and using commercially reasonable efforts to pursue such claims; and (y) any amount actually received by any Sponsor Indemnitee from any such other source (including the insurance policy) with respect to the Indemnified Liabilities shall be subject to the provisions of Section 6.1.7. Each party hereto agree that each of the Sponsor Indemnitees shall be third-party beneficiaries with respect to this Section 6.1, entitled to enforce this Section 6.1 as though each such Sponsor Indemnitee was a party to this Agreement. 6.1.2 If any Action shall be brought or asserted against any Sponsor Indemnitee in respect of which indemnification may be sought pursuant to this Section 6.1, such Sponsor Indemnitee shall promptly notify the Company in writing; provided, that the failure to notify the Company shall not relieve the Company from any liability that the Company may have under this Section 6.1 except to the extent that it has been materially prejudiced (bthrough the loss (in whole or in part) or impairment of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Company willshall not relieve it from any liability that it may have to a Sponsor Indemnitee otherwise than under the preceding paragraphs of this Section 6.1. If any such Action shall be brought or asserted against a Sponsor Indemnitee, the Company shall be entitled to participate therein and, absent the existence of an actual conflict of interests (at the reasonable advice of outside counsel to the Sponsor Indemnitee) between the Company and will cause each such Sponsor Indemnitee, to the extent that it shall wish, to assume the defense thereof (by providing notice of its subsidiaries tosuch election within thirty (30) days of receipt of notice of such Action from such Sponsor Indemnitee), jointly with counsel reasonably satisfactory to the Sponsor Indemnitee and severally, reimburse any Investor Indemnitee for all shall pay the reasonable costs and expenses (including reasonable attorneys’ fees and expenses and of such counsel related to such Action, as incurred. After notice from the Company to a Sponsor Indemnitee of its election to assume the defense thereof, except as set forth in Section 6.1.3, the Company shall not be liable to such Sponsor Indemnitee under such subsection for any legal expenses of other counsel or any other litigationexpenses, in each case subsequently incurred by such Sponsor Indemnitee, in connection with the defense thereof other than reasonable costs of investigation. Each Sponsor Indemnitee shall reasonably cooperate with the Company and its representatives and advisors and shall give the Company and its representatives and advisors commercially reasonable access to all information, documents and files within such Sponsor Indemnitee’s custody and control, and to relevant witnesses with respect to any claim that in respect of which indemnification may be sought pursuant to this Section 6.1, in each case, solely to the extent reasonable and necessary to defend any such Action; provided, that the parties hereto shall use commercially reasonable efforts to avoid the production of any information provided pursuant to this Section 6.1 (consistent with applicable Law), and to cause all communications among employees, counsel and others representing either party to any such Action to be made so as to preserve any applicable attorney-client or work-product privileges. 6.1.3 In any such Action, any Sponsor Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Sponsor Indemnitee unless (i) the Company and the Sponsor Indemnitee shall have mutually agreed to the contrary; (ii) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to the Sponsor Indemnitee; or (iii) there are actual conflicts of interests (at the reasonable advice of outside counsel to the Sponsor Indemnitee) between the Sponsor Indemnitee and the Company or (y) there are one or more different defenses that conflict with respect to such Action that would otherwise not be available to the Company or the Sponsor Indemnitee. It is understood and agreed that the Company shall not, in connection with any Action or related expensesAction in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel which shall be limited to one firm in each jurisdiction) for all Sponsor Indemnitees, and that all such reasonable fees and expenses shall be paid or reimbursed as they are incurred upon receipt from the Sponsor Indemnitee of a written request for payment thereof accompanied by a written statement with reasonable, non-privileged supporting detail of such Investor Indemnitee in connection with investigatingfees and expenses. The Company or its Subsidiaries, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.126.1, or any action or proceeding arising therefrom. Company or its subsidiaries, in the defense of any Action for which an Investor Indemnitee would be entitled to indemnification under the terms of this Section 5.12, mayshall not, without the consent of such Investor Sponsor Indemnitee, such consent not to entry of any judgment be unreasonably conditioned, withheld or delayed, enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement unless it (ia) includes as a term thereof the giving by the claimant or plaintiff or class therein to such Investor Sponsor Indemnitee of an unconditional release from all liability with respect to such Action, (iib) does not impose any non-monetary limitations (equitable or otherwise) on such Investor Sponsor Indemnitee, and (iiic) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Sponsor Indemnitee. No Investor Indemnitee , and provided, that the monetary consideration for such settlement will be paid in full by the Company or its Subsidiaries. 6.1.4 The Company acknowledges and agrees that the Company shall settle, compromise or consent be fully and primarily responsible for the payment to any judgement Sponsor Indemnitee in respect of Indemnified Liabilities in connection with any Action for Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of, (i) the Laws of the jurisdiction of incorporation of the Company, (ii) any director indemnification agreement, (iii) this Agreement, any other agreement between the Company or any of its Subsidiaries and such Sponsor Indemnitee pursuant to which such Investor Sponsor Indemnitee seeks is indemnified, (iv) the Laws of the jurisdiction of incorporation or organization of any Subsidiary of the Company and/or (v) the Organizational Documents of the Company’s Subsidiaries ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Indemnitee (or its affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company, any of its Subsidiaries or the insurer under and pursuant to any insurance policy of the Company or any of its Subsidiaries) from whom such Sponsor Indemnitee may be entitled to indemnification with respect to which, in whole or in part, the Company or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance, except in connection or as related to Excluded Claims, shall the Company or any of its Subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Indemnitee or the obligations of the Company or any of its Subsidiaries under the terms Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim as a result of the Company’s failure to comply with its obligations under this Article VI, the Company shall reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity; provided that the Company shall be obligated to reimburse any Indemnitee-Related Entity pursuant to Section 6.1.4 only if, when and to the extent, (i) the Company is required pursuant to one or more Indemnification Sources to make a payment to any Sponsor Indemnitee with respect to a Jointly Indemnifiable Claim pursuant to this Article VI, (ii) the Company has not made such payment to such Sponsor Indemnitee, and (iii) the Indemnitee-Related Entity has made such payment to or on behalf of such Sponsor Indemnitee. For purposes of this Section 5.126.1.4, in each case the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Indemnitee shall be entitled to indemnification from both (1) the written consent Company and/or any of Pubcoits Subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, the Laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Organizational Documents of any Indemnitee-Related Entity, on the other hand. (c) [Reserved]. (d) 6.1.5 In no event shall any Investor Sponsor Indemnitee be liable to the Company or any of its subsidiaries Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute a breach of applicable Law, gross negligence, bad faith or willful misconduct or fraud of such Investor Sponsor Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) 6.1.6 Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.126.1, the term Invesor Sponsor Indemnitees shall not include the Investor any Sponsor or its any of its partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who who, in each case, is an officer, officer or director or employee of the Company or any of its subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership Organizational Documents and other agreements and other instruments of the Company and its subsidiariesSubsidiaries. (f) 6.1.7 The rights of any Investor Sponsor Indemnitee to indemnification pursuant to this Section 5.12 6.1 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the certificate Organizational Documents of the Company and its Subsidiaries. Notwithstanding the foregoing provisions of this Article VI, all payments to be made by the Company and its Subsidiaries pursuant to the foregoing provisions of this Article VI shall be limited partnershipto the amount of any Indemnified Liabilities that remains after deducting therefrom any insurance proceeds and any indemnity, limited partnership agreementcontribution or other similar payment actually received by the Sponsor Indemnitee from any third parties (other than the Company and its Subsidiaries) in respect of any such Action, certificate net of incorporation any out-of-pocket costs and expenses of recovery and the amount of any deductibles or bylaws (or equivalent governing documents) of retentions. If any Sponsor Indemnitee receives any payment from the Company or its Subsidiaries in respect of any Indemnified Liability and the Sponsor Indemnitee recovers from a third party insurance proceeds or any other amount in respect of its subsidiaries.the underlying claim or demand asserted pursuant to this Articl

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries to, jointly and severally indemnify and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investorany Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Holder Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Holder Indemnitee or its Affiliates to Company PubCo or its Affiliates (other than such Investor Holder Indemnitee or its Affiliates), under the Purchase AgreementMerger Agreement and the Ancillary Agreements, (x) to the extent such Indemnified Liabilities arise out of any breach by such Investor Holder Indemnitee or its Affiliates of this Agreement, the Purchase Merger Agreement (to the extent such Investor Holder Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Holder Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Holder Indemnitee or any of its Affiliates, on the one hand, and Company PubCo or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) CompanyPubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding the foregoing, if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein), Company PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.12, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, or any action or proceeding arising therefrom. Company PubCo or its subsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company PubCo or its designated subsidiary and such settlement (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Holder Indemnitee shall settle, compromise or consent to any judgement in connection with any Action for which such Investor Holder Indemnitee seeks indemnification under the terms of this Section 5.12, in each case without the written consent of Pubco. (c) [Reserved]Notwithstanding the foregoing provisions of this Section 5.12, each Holder agrees that, under the A&R Blue Owl Carry LP Agreement and the A&R Blue Owl Holdings LP Agreement, each of Blue Owl Carry and Blue Owl Holdings is an indemnitor of first resort with respect to indemnification of the Indemnified Liabilities for the Persons indemnified thereunder. Accordingly, each Holder acknowledges and agrees that, if such Holder is entitled to indemnification under the A&R Blue Owl Carry LP Agreement and the A&R Blue Owl Holdings LP Agreement, such indemnification obligations of Blue Owl Carry and Blue Owl Holdings are senior and prior to the obligations of PubCo hereunder. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 5.12, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, director or employee of Company PubCo or any of its subsidiaries in such capacity as officer, director or employee. Such officers, directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiaries.

Indemnification; Exculpation. (a) Company 6.5.1 As an inducement for the Sponsor to enter into this Agreement and approve the transactions contemplated by the Business Combination Agreement, subject in each case to restrictions under applicable Law, PubCo will, and Company PubCo will cause each of its subsidiaries Subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Sponsor and each of its direct and indirect partners, equityholders, members, managers, Affiliatesaffiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Sponsor Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claimsActions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Sponsor Indemnitees or any of them on before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) Action arising directly or indirectly out of, or in any way relating to, the Investor(i) any Sponsor’s or its Affiliatesaffiliates’ ownership of Equity Securities equity securities of Company PubCo or any of its Subsidiaries or control of or ability to influence Company PubCo or any of its subsidiaries Subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Investor Sponsor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Indemnitee or its Affiliates affiliates or other related PersonsPersons or, or subject to applicable Law, the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Sponsor Indemnitee or its Affiliates to (A) its direct or indirect equity holdersequityholders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersaffiliates, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries Subsidiaries derives from the Investorsuch Sponsor’s or its Affiliatesaffiliates’ capacity as an officer or director of Company PubCo or any of its subsidiariesSubsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding , (ii) the foregoingbusiness, operations, properties, assets or other rights or liabilities of PubCo or any of its Subsidiaries, or (iii) any services provided prior to, on or after the date of this Agreement by any Sponsor or its affiliates to PubCo any of its Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries Subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawLaw. For the purposes of this Section 5.126.5, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Sponsor Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiariesSubsidiaries, then such payments shall be promptly repaid by such Investor Sponsor Indemnitee to Company PubCo and its subsidiariesSubsidiaries. The rights of any Invesror Sponsor Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the organizational or governing documents Governing Documents of Company PubCo or its subsidiariesSubsidiaries. (b) Company 6.5.2 PubCo will, and will cause each of its subsidiaries Subsidiaries to, jointly and severally, reimburse any Investor Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.126.5, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. Company PubCo or its subsidiariesSubsidiaries, in the defense of any Action for which an Investor a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.126.5, may, without the consent of such Investor Sponsor Indemnitee, consent to the entry of any judgment or enter into any settlement settlement, if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement if, it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Sponsor Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Sponsor Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Sponsor Indemnitee. No Investor Indemnitee , and provided that, the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by PubCo or its Subsidiaries. 6.5.3 PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall settlecause its Subsidiaries to, compromise or consent be fully and primarily responsible for the payment to any judgement Sponsor Indemnitee in respect of Indemnified Liabilities in connection with any Action for which such Investor Indemnitee seeks indemnification under Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) PubCo’s Governing Documents, each as amended, (ii) any director indemnification agreement, (iii) this Agreement, any other agreement between PubCo or any of its Subsidiaries and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, (iv) the Laws of the jurisdiction of incorporation or organization of any Subsidiary of PubCo, and/or (v) the Governing Documents of PubCo’s Subsidiaries ((i) through (v) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Indemnitee (or its affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than PubCo, any of its Subsidiaries or the insurer under and pursuant to any insurance policy of PubCo or any of its Subsidiaries) from whom such Sponsor Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its Subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Indemnitee or the obligations of PubCo or any of its Subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) PubCo shall, and to the extent applicable shall cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo and/or any of its Subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Sponsor Indemnitee against PubCo and/or any of its Subsidiaries, as applicable, and (z) such Sponsor Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each party hereto agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.126.5, in entitled to enforce this Section 6.5.3 as though each case such Indemnitee-Related Entity were a party to this Agreement. PubCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 6.5.3 as though each such Subsidiary were a party to this Agreement. For purposes of this Section 6.5.3, the term (“Jointly Indemnifiable Claims”) shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its Subsidiaries, pursuant to the written consent Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Sponsor Indemnitee (or its affiliates), pursuant to which such Sponsor Indemnitee is indemnified, the Laws of Pubcothe jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents of any Indemnitee-Related Entity, on the other hand. (c) [Reserved]. (d) 6.5.4 In no event shall any Investor Sponsor Indemnitee be liable to Company PubCo or any of its subsidiaries Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Sponsor Indemnitee as determined by a final, nonappealable non-appealable determination of a court of competent jurisdiction. (e) 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 5.126.5, the term Invesor Sponsor Indemnitees shall not include the Investor any Sponsor or its any of its partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, officer or director or employee of Company PubCo or any of its subsidiaries Subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership Governing Documents and other agreements and other instruments of Company PubCo and its subsidiariesSubsidiaries (including as contemplated in Section 6.1). (f) 6.5.6 The rights of any Investor Sponsor Indemnitee to indemnification pursuant to this Section 5.12 6.5 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the certificate Governing Documents of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company or any of PubCo and its subsidiariesSubsidiaries.

Indemnification; Exculpation. (a) Company 6.5.1 As an inducement for the Sponsor to enter into this Agreement and approve the transactions contemplated by the Business Combination Agreement, subject in each case to restrictions under applicable Law, CayCo will, and Company CayCo will cause each of its subsidiaries Subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Sponsor and each of its direct and indirect partners, equityholders, members, managers, Affiliatesaffiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Sponsor Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claimsActions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Sponsor Indemnitees or any of them on before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) Action arising directly or indirectly out of, or in any way relating to, the Investor(i) any Sponsor’s or its Affiliatesaffiliates’ ownership of Equity Securities equity securities of Company CayCo or any of its Subsidiaries or control of or ability to influence Company CayCo or any of its subsidiaries Subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Investor Sponsor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Indemnitee or its Affiliates affiliates or other related PersonsPersons or, or subject to applicable Law, the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Sponsor Indemnitee or its Affiliates to (A) its direct or indirect equity holdersequityholders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersaffiliates, (y) to the extent such control or the ability to control Company CayCo or any of its subsidiaries Subsidiaries derives from the Investorsuch Sponsor’s or its Affiliatesaffiliates’ capacity as an officer or director of Company CayCo or any of its subsidiariesSubsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding , (ii) the foregoingbusiness, operations, properties, assets or other rights or liabilities of CayCo or any of its Subsidiaries, or (iii) any services provided prior to, on or after the date of this Agreement by any Sponsor or its affiliates to CayCo any of its Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company CayCo will, and will cause its subsidiaries Subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawLaw. For the purposes of this Section 5.126.5, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Sponsor Indemnitee as to any previously advanced indemnity payments made by Company CayCo or any of its subsidiariesSubsidiaries, then such payments shall be promptly repaid by such Investor Sponsor Indemnitee to Company CayCo and its subsidiariesSubsidiaries. The rights of any Invesror Sponsor Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the organizational or governing documents Governing Documents of Company CayCo or its subsidiariesSubsidiaries. (b) Company 6.5.2 CayCo will, and will cause each of its subsidiaries Subsidiaries to, jointly and severally, reimburse any Investor Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.126.5, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. Company CayCo or its subsidiariesSubsidiaries, in the defense of any Action for which an Investor a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.126.5, may, without the consent of such Investor Sponsor Indemnitee, consent to the entry of any judgment or enter into any settlement settlement, if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement if, it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Sponsor Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Sponsor Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Sponsor Indemnitee. No Investor Indemnitee , and provided that, the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo or its Subsidiaries. 6.5.3 CayCo acknowledges and agrees that CayCo shall, and to the extent applicable shall settlecause its Subsidiaries to, compromise or consent be fully and primarily responsible for the payment to any judgement Sponsor Indemnitee in respect of Indemnified Liabilities in connection with any Action for which such Investor Indemnitee seeks indemnification under Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) CayCo’s Governing Documents, each as amended, (ii) any director indemnification agreement, (iii) this Agreement, any other agreement between CayCo or any of its Subsidiaries and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, (iv) the Laws of the jurisdiction of incorporation or organization of any Subsidiary of CayCo, and/or (v) the Governing Documents of CayCo’s Subsidiaries ((i) through (v) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Indemnitee (or its affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCo, any of its Subsidiaries or the insurer under and pursuant to any insurance policy of CayCo or any of its Subsidiaries) from whom such Sponsor Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo or any of its Subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Indemnitee or the obligations of CayCo or any of its Subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo shall, and to the extent applicable shall cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by CayCo and/or any of its Subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Sponsor Indemnitee against CayCo and/or any of its Subsidiaries, as applicable, and (z) such Sponsor Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each party hereto agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.126.5, in entitled to enforce this Section 6.5.3 as though each case such Indemnitee-Related Entity were a party to this Agreement. CayCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 6.5.3 as though each such Subsidiary were a party to this Agreement. For purposes of this Section 6.5.3, the term (“Jointly Indemnifiable Claims”) shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Indemnitee shall be entitled to indemnification from both (1) CayCo and/or any of its Subsidiaries, pursuant to the written consent Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Sponsor Indemnitee (or its affiliates), pursuant to which such Sponsor Indemnitee is indemnified, the Laws of Pubcothe jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents of any Indemnitee-Related Entity, on the other hand. (c) [Reserved]. (d) 6.5.4 In no event shall any Investor Sponsor Indemnitee be liable to Company CayCo or any of its subsidiaries Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Sponsor Indemnitee as determined by a final, nonappealable non-appealable determination of a court of competent jurisdiction. (e) 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 5.126.5, the term Invesor Sponsor Indemnitees shall not include the Investor any Sponsor or its any of its partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, officer or director or employee of Company CayCo or any of its subsidiaries Subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership Governing Documents and other agreements and other instruments of Company CayCo and its subsidiariesSubsidiaries (including as contemplated in Section 6.1). (f) 6.5.6 The rights of any Investor Sponsor Indemnitee to indemnification pursuant to this Section 5.12 6.5 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the certificate Governing Documents of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company or any of CayCo and its subsidiariesSubsidiaries.

Indemnification; Exculpation. (a) As an inducement for the Sponsor to enter into this Agreement, subject in each case to restrictions under applicable Law, the Company will, indemnify, exonerate and Company will cause hold (x) the Sponsor and (y) each of its subsidiaries to, jointly and severally indemnify and hold Investor and each of its direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholdersfiduciaries, fiduciariesmanagers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Sponsor Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket costs and expenses in connection therewith (including reasonable attorneys’ fees and expenses) (collectively, “Liabilities”) incurred by the Investor Sponsor Indemnitees or any of them on or after before the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) Action arising directly or indirectly out of, or in any way relating to, the InvestorSponsor’s or its Affiliates’ ownership of Equity Securities of Company or control or ability management of the Company on or prior to influence the date of this Agreement, the business of the Company on or any prior to the date of its subsidiaries this Agreement, services provided by the Sponsor to the Company prior to the date of this Agreement, the Merger Agreement, the Transaction Agreements (as defined in the Merger Agreement) and the transactions and related filings contemplated by the Merger Agreement and the Transaction Agreements (other than than, in each and every case, any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach by such Investor any Sponsor Indemnitee or its Affiliates of this the Merger Agreement, the Purchase any Transaction Agreement (to as defined in the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee Merger Agreement) or any of its Affiliates is a party, or any other written agreement between such Investor Indemnitee or any of its AffiliatesSponsor Indemnitee, on the one hand, and Company or any of its subsidiariesthe Company, on the other hand, hand (in each case by such Investor case, to the extent any Sponsor Indemnitee or its Affiliates or other related Personsis a party thereto) or, or subject to applicable Law, the breach by any Sponsor Indemnitee of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor any Sponsor Indemnitee or its Affiliates to (A) its direct or indirect equity holdersequityholders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersaffiliates, (y) to the extent such control Liabilities are directly caused by any Sponsor Indemnitee’s gross negligence, bad faith or the ability to control Company or any of its subsidiaries derives from the Investor’s or its Affiliates’ capacity as an officer or director of Company or any of its subsidiarieswillful misconduct, or (z) to the extent such Indemnified Liabilities are directly caused by such Personarise out of any Sponsor Indemnitee’s fraudbreach of applicable Law (collectively, gross negligence or willful misconduct“Excluded Liabilities”). Notwithstanding the foregoing; provided, however, that if and to the extent that the foregoing indemnity undertaking in respect of Indemnified Liabilities may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, the Company will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is payable pursuant to this Section 6.1.1 to the extent permissible under applicable lawLaw. For the purposes of this Section 5.126.1, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Sponsor Indemnitee as to any previously advanced indemnity payments made by Company or any of its subsidiariesthe Company, then such payments shall be promptly repaid by such Investor Sponsor Indemnitee to the Company. Notwithstanding anything herein or otherwise to the contrary (a) for the avoidance of doubt, in no event shall Indemnified Liabilities include any Excluded Liabilities, and (b) in no event shall the Company or any of its affiliates be responsible for, and its subsidiariesno Indemnified Liabilities will include, any special, indirect, incidental, consequential or punitive damages; provided that nothing in this clause (b) shall limit the indemnity and contribution obligations of the Company otherwise existing to the extent such special, indirect, incidental, consequential or punitive damages are actually payable to any third party (unaffiliated with any Sponsor Indemnitee). The rights of any Invesror Sponsor Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the organizational or governing documents Organizational Documents of the Company or its subsidiaries. Subsidiaries, provided, however, that (bx) Company willeach Sponsor Indemnitee shall use commercially reasonable efforts to mitigate the Indemnified Liabilities, including by using commercially reasonable efforts to pursue all applicable rights of recovery or contribution available to each Sponsor Indemnitee from third parties (excluding Indemnitee-Related Entities (as defined below)) and will cause each of its subsidiaries to, jointly making applicable claims under all available insurance policies and severally, reimburse using commercially reasonable efforts to pursue such claims; and (y) any Investor amount actually received by any Sponsor Indemnitee for all reasonable costs and expenses from any such other source (including reasonable attorneys’ fees and expenses and any other litigation-related expensesthe insurance policy) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Indemnitee would be entitled to indemnification under the terms of this Section 5.12, or any action or proceeding arising therefrom. Company or its subsidiaries, in the defense of any Action for which an Investor Indemnitee would be entitled to indemnification under the terms of this Section 5.12, may, without the consent of such Investor Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Indemnitee. No Investor Indemnitee the Indemnified Liabilities shall settle, compromise or consent to any judgement in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, in each case without the written consent of Pubco. (c) [Reserved]. (d) In no event shall any Investor Indemnitee be liable to Company or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 5.12, the term Invesor Indemnitees shall not include the Investor or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, director or employee of Company or any of its subsidiaries in such capacity as officer, director or employee. Such officers, directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate provisions of incorporation or organization, bylaws or limited partnership agreements and other instruments Section 6.1.7. Each party hereto agree that each of Company and its subsidiaries. (f) The rights of any Investor Indemnitee to indemnification pursuant the Sponsor Indemnitees shall be third-party beneficiaries with respect to this Section 5.12 will be in addition 6.1, entitled to any other rights any enforce this Section 6.1 as though each such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Sponsor Indemnitee is or becomes was a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company or any of its subsidiariesto this Agreement.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor "Holder Indemnitees”") free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ ' fees and expenses) incurred by the Investor Holder Indemnitees or any of them on or after the date of this Investor Rights Agreement (collectively, the “"Indemnified Liabilities”"), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “"Action”") arising directly or indirectly out of, or in any way relating to, the Investor’s any Holder's or its Affiliates’ ' ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach by such Investor Holder Indemnitee or its Affiliates of this Investor Rights Agreement, the Purchase Agreement BCA (to the extent such Investor Holder Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Holder Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Holder Indemnitee or any of its Affiliates, on the one hand, and Company PubCo or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) CompanyPubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries derives from the Investor’s such Holder's or its Affiliates’ ' capacity as an officer or director of Company PubCo or any of its subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, 's gross negligence or willful misconduct). Notwithstanding the foregoing; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.12, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ ' fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, or any action or proceeding arising therefrom. Company PubCo or its subsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement and provided, that the only penalty imposed in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, settlement is a monetary payment that will be paid in each case without the written consent of Pubcofull by PubCo or its subsidiaries. (c) [Reserved]PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its subsidiaries to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the Delaware General Corporation Law and the Certificate of Incorporation and Bylaws, each as amended, (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any other agreement between PubCo or any of its subsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any subsidiary of PubCo and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any subsidiary of PubCo ((i) through (v) collectively, the "Indemnification Sources"), irrespective of any right of recovery such Holder Indemnitee (or its Affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than PubCo, any of its subsidiaries or the insurer under and pursuant to an insurance policy of PubCo or any of its subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its subsidiaries may also have an indemnification obligation (collectively, the "Indemnitee-Related Entities"). Under no circumstance shall PubCo or any of its subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Holder Indemnitee or the obligations of PubCo or any of its subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) PubCo shall, and to the extent applicable shall cause its subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo and/or any of its subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo and/or any of its subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related Entities shall be third- party beneficiaries with respect to this Section 5.12(c), entitled to enforce this Section 5.12(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. PubCo shall cause each of its subsidiaries to perform the terms and obligations of this Section 5.12(c) as though each such subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 5.12(c), the term "Jointly Indemnifiable Claims" shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.12, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, officer or director or employee of Company PubCo or any of its subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to any other rights any such Person may have under any other section of this Investor Rights Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, 39 certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiaries.. [Signature Pages Follow] 40

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investor(i) any Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Investor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, Persons or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersAffiliates, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding , (ii) the foregoingbusiness, operations, properties, assets or other rights or liabilities of PubCo or any of its subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Holder or its Affiliates to PubCo, PIH or any of their respective subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.125.13, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, or any action or proceeding arising therefrom, whether or not such Holder Indemnitee is a party thereto. Company PubCo or its subsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement and provided, that the only penalty imposed in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, settlement is a monetary payment that will be paid in each case without the written consent of Pubcofull by PubCo or its subsidiaries. (c) [Reserved]PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its subsidiaries to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the Delaware General Corporation Law and the Organizational Documents, each as amended, (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any other agreement between PubCo or any of its subsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, (v) the laws of the jurisdiction of incorporation or organization of any subsidiary of PubCo and/or (vi) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any subsidiary of PubCo ((i) through (vi) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Holder Indemnitee (or its Affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than PubCo, any of its subsidiaries or the insurer under and pursuant to an insurance policy of PubCo or any of its subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Holder Indemnitee or the obligations of PubCo or any of its subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) PubCo shall, and to the extent applicable shall cause its subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo and/or any of its subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo and/or any of its subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.13(c), entitled to enforce this Section 5.13(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. PubCo shall cause each of its subsidiaries to perform the terms and obligations of this Section 5.13(c) as though each such subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 5.13(c), the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.125.13, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, officer or director or employee of Company PubCo or any of its subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 5.13 will be in addition to any other rights any such Person may have under any other section of this Investor Rights Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiaries.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries Subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investor(i) any Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries Subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Investor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, Persons or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersAffiliates, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries Subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, Subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding , (ii) the foregoingbusiness, operations, properties, assets or other rights or liabilities of PubCo or any of its Subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Holder or its Affiliates to PubCo or any of their respective Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries Subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.125.13, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiariesSubsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiariesSubsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiariesSubsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries Subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, or any action or proceeding arising therefrom, whether or not such Holder Indemnitee is a party thereto. Company PubCo or its subsidiariesSubsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.125.13, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement and provided, that the only penalty imposed in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, settlement is a monetary payment that will be paid in each case without the written consent of Pubcofull by PubCo or its Subsidiaries. (c) [Reserved]. PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (das defined below), pursuant to and in accordance with (as applicable) In no event shall the terms of (i) French law and the Organizational Documents of PubCo, each as amended, (ii) any director indemnification agreement, (iii) this Investor Indemnitee be liable to Company Rights Agreement, any other agreement between PubCo or any of its subsidiaries for Subsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any actSubsidiary of PubCo and/or (v) the Organizational Documents of any Subsidiary of PubCo ((i) through (v) collectively, alleged actthe “Indemnification Sources”), omission irrespective of any right of recovery such Holder Indemnitee (or alleged omission that does not constitute gross negligenceits Affiliates) may have from any corporation, willful misconduct limited liability company, partnership, joint venture, trust, employee benefit plan or fraud other enterprise (other than PubCo, any of its Subsidiaries or the insurer under and pursuant to an insurance policy of PubCo or any of its Subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its Subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Investor Holder Indemnitee as determined by a finalor the obligations of PubCo or any of its Subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, nonappealable determination of a court of competent jurisdiction. (ex) Notwithstanding anything PubCo shall, and to the contrary contained in extent applicable shall cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo and/or any of its Subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo and/or any of its Subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.13(c), entitled to enforce this Section 5.13(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement, for . PubCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 5.13(c) as though each such Subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 5.125.13(c), the term Invesor Indemnitees “Jointly Indemnifiable Claims” shall not include the Investor or its be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its partnersSubsidiaries pursuant to the Indemnification Sources, equityholderson the one hand, membersand (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any the laws of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, director or employee of Company or any of its subsidiaries in such capacity as officer, director or employee. Such officers, directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate jurisdiction of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company and its subsidiaries. (f) The rights organization of any Investor Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to Indemnitee-Related Entity and/or the Organizational Documents of any Indemnitee-Related Entity, on the other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company or any of its subsidiarieshand.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investorany Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach by such Investor Holder Indemnitee or its Affiliates of this Investor Rights Agreement, the Purchase Agreement BCA (to the extent such Investor Holder Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Holder Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Holder Indemnitee or any of its Affiliates, on the one hand, and Company PubCo or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) CompanyPubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding the foregoing; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.12, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, or any action or proceeding arising therefrom. Company PubCo or its subsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement and provided, that the only penalty imposed in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, settlement is a monetary payment that will be paid in each case without the written consent of Pubcofull by PubCo or its subsidiaries. (c) [Reserved]PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its subsidiaries to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the Delaware General Corporation Law and the Certificate of Incorporation and Bylaws, each as amended, (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any other agreement between PubCo or any of its subsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any subsidiary of PubCo and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any subsidiary of PubCo ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Holder Indemnitee (or its Affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than PubCo, any of its subsidiaries or the insurer under and pursuant to an insurance policy of PubCo or any of its subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Holder Indemnitee or the obligations of PubCo or any of its subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) PubCo shall, and to the extent applicable shall cause its subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo and/or any of its subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo and/or any of its subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.12(c), entitled to enforce this Section 5.12(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. PubCo shall cause each of its subsidiaries to perform the terms and obligations of this Section 5.12(c) as though each such subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 5.12(c), the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.12, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, officer or director or employee of Company PubCo or any of its subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to any other rights any such Person may have under any other section of this Investor Rights Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiaries.

Indemnification; Exculpation. (a) Company 6.5.1 As an inducement for the Sponsor to enter into this Agreement and approve the transactions contemplated by the Business Combination Agreement, subject in each case to restrictions under applicable Law, CayCo will, and Company CayCo will cause each of its subsidiaries Subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Sponsor and each of its direct and indirect partners, equityholders, members, managers, Affiliatesaffiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Sponsor Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claimsActions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Sponsor Indemnitees or any of them on before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) Action arising directly or indirectly out of, or in any way relating to, the Investor(i) any Sponsor’s or its Affiliatesaffiliates’ ownership of Equity Securities equity securities of Company CayCo or any of its Subsidiaries or control of or ability to influence Company CayCo or any of its subsidiaries Subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Investor Sponsor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Indemnitee or its Affiliates affiliates or other related PersonsPersons or, or subject to applicable Law, the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Sponsor Indemnitee or its Affiliates to (A) its direct or indirect equity holdersequityholders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holdersaffiliates, (y) to the extent such control or the ability to control Company CayCo or any of its subsidiaries Subsidiaries derives from the Investorsuch Sponsor’s or its Affiliatesaffiliates’ capacity as an officer or director of Company CayCo or any of its subsidiariesSubsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding , (ii) the foregoingbusiness, operations, properties, assets or other rights or liabilities of CayCo or any of its Subsidiaries, or (iii) any services provided prior to, on or after the date of this Agreement by any Sponsor or its affiliates to CayCo any of its Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company CayCo will, and will cause its subsidiaries Subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawLaw. For the purposes of this Section 5.126.5, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Sponsor Indemnitee as to any previously advanced indemnity payments made by Company CayCo or any of its subsidiariesSubsidiaries, then such payments shall be promptly repaid by such Investor Sponsor Indemnitee to Company CayCo and its subsidiariesSubsidiaries. The rights of any Invesror Sponsor Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the organizational or governing documents Governing Documents of Company CayCo or its subsidiariesSubsidiaries. (b) Company 6.5.2 CayCo will, and will cause each of its subsidiaries Subsidiaries to, jointly and severally, reimburse any Investor Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.126.5, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. Company CayCo or its subsidiariesSubsidiaries, in the defense of any Action for which an Investor a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.126.5, may, without the consent of such Investor Sponsor Indemnitee, consent to the entry of any judgment or enter into any settlement settlement, if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement if, it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Sponsor Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Sponsor Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Sponsor Indemnitee. No Investor Indemnitee , and provided that, the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo or its Subsidiaries. 6.5.3 CayCo acknowledges and agrees that CayCo shall, and to the extent applicable shall settlecause its Subsidiaries to, compromise or consent be fully and primarily responsible for the payment to any judgement Sponsor Indemnitee in respect of Indemnified Liabilities in connection with any Action for which such Investor Indemnitee seeks indemnification under Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) CayCo’s Governing Documents, each as amended, (ii) any director indemnification agreement, (iii) this Agreement, any other agreement between CayCo or any of its Subsidiaries and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, (iv) the Laws of the jurisdiction of incorporation or organization of any Subsidiary of CayCo, and/or (v) the Governing Documents of CayCo’s Subsidiaries ((i) through (v) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Indemnitee (or its affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCo, any of its Subsidiaries or the insurer under and pursuant to any insurance policy of CayCo or any of its Subsidiaries) from whom such Sponsor Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo or any of its Subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Indemnitee or the obligations of CayCo or any of its Subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo shall, and to the extent applicable shall cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by ▇▇▇▇▇ and/or any of its Subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Sponsor Indemnitee against CayCo and/or any of its Subsidiaries, as applicable, and (z) such Sponsor Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each party hereto agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.126.5, in entitled to enforce this Section 6.5.3 as though each case such Indemnitee-Related Entity were a party to this Agreement. CayCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 6.5.3 as though each such Subsidiary were a party to this Agreement. For purposes of this Section 6.5.3, the term (“Jointly Indemnifiable Claims”) shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Indemnitee shall be entitled to indemnification from both (1) CayCo and/or any of its Subsidiaries, pursuant to the written consent Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Sponsor Indemnitee (or its affiliates), pursuant to which such Sponsor Indemnitee is indemnified, the Laws of Pubcothe jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents of any Indemnitee-Related Entity, on the other hand. (c) [Reserved]. (d) 6.5.4 In no event shall any Investor Sponsor Indemnitee be liable to Company CayCo or any of its subsidiaries Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Sponsor Indemnitee as determined by a final, nonappealable non-appealable determination of a court of competent jurisdiction. (e) 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 5.126.5, the term Invesor Sponsor Indemnitees shall not include the Investor any Sponsor or its any of its partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, officer or director or employee of Company CayCo or any of its subsidiaries Subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership Governing Documents and other agreements and other instruments of Company CayCo and its subsidiariesSubsidiaries (including as contemplated in Section 6.1). (f) 6.5.6 The rights of any Investor Sponsor Indemnitee to indemnification pursuant to this Section 5.12 6.5 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the certificate Governing Documents of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company or any of CayCo and its subsidiariesSubsidiaries.

Indemnification; Exculpation. (a) Company PubCo will, and Company PubCo will cause each of its subsidiaries to, jointly and severally indemnify indemnify, exonerate and hold Investor the Holders and each of its their respective direct and indirect partners, equityholders, members, managers, Affiliates, directors, officers, shareholders, fiduciaries, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Holder Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Holder Indemnitees or any of them on or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, the Investorany Holder’s or its Affiliates’ ownership of Equity Securities of Company PubCo or control or ability to influence Company PubCo or any of its subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach by such Investor Holder Indemnitee or its Affiliates of this Investor Rights Agreement, the Purchase Agreement BCA (to the extent such Investor Holder Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Holder Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Holder Indemnitee or any of its Affiliates, on the one hand, and Company PubCo or any of its subsidiaries, on the other hand, in each case by such Investor Holder Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Holder Indemnitee or its Affiliates to (A) its direct or indirect equity holders, creditors or Affiliates or (B) CompanyPubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company PubCo or any of its subsidiaries derives from the Investorsuch Holder’s or its Affiliates’ capacity as an officer or director of Company PubCo or any of its subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding the foregoing; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, Company PubCo will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For the purposes of this Section 5.12, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Holder Indemnitee as to any previously advanced indemnity payments made by Company PubCo or any of its subsidiaries, then such payments shall be promptly repaid by such Investor Holder Indemnitee to Company PubCo and its subsidiaries. The rights of any Invesror Holder Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the organizational or governing documents of Company PubCo or its subsidiaries. (b) Company PubCo will, and will cause each of its subsidiaries to, jointly and severally, reimburse any Investor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred by such Investor Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, or any action or proceeding arising therefrom. Company PubCo or its subsidiaries, in the defense of any Action for which an Investor a Holder Indemnitee would be entitled to indemnification under the terms of this Section 5.12, may, without the consent of such Investor Holder Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Holder Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Holder Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Holder Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement and provided, that the only penalty imposed in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.12, settlement is a monetary payment that will be paid in each case without the written consent of Pubcofull by PubCo or its subsidiaries. (c) [Reserved]PubCo acknowledges and agrees that PubCo shall, and to the extent applicable shall cause its subsidiaries to, be fully and primarily responsible for the payment to any Holder Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the DGCL (as applicable pursuant to this Investor Rights Agreement) and Guernsey Law (as applicable pursuant to the Memorandum and Articles), (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any other agreement between PubCo or any of its subsidiaries and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, (iv) the laws of the jurisdiction of incorporation or organization of any subsidiary of PubCo and/or (v) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any subsidiary of PubCo ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Holder Indemnitee (or its Affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than PubCo, any of its subsidiaries or the insurer under and pursuant to an insurance policy of PubCo or any of its subsidiaries) from whom such Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, PubCo or any of its subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall PubCo or any of its subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Holder Indemnitee or the obligations of PubCo or any of its subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) PubCo shall, and to the extent applicable shall cause its subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by PubCo and/or any of its subsidiaries pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Holder Indemnitee against PubCo and/or any of its subsidiaries, as applicable, and (z) such Holder Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 5.12(c), entitled to enforce this Section 5.12(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. PubCo shall cause each of its subsidiaries to perform the terms and obligations of this Section 5.12(c) as though each such subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 5.12(c), the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Holder Indemnitee shall be entitled to indemnification from both (1) PubCo and/or any of its subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Holder Indemnitee (or its Affiliates) pursuant to which such Holder Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand. (d) In no event shall any Investor Holder Indemnitee be liable to Company PubCo or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Holder Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.12, the term Invesor Holder Indemnitees shall not include the Investor any Holder or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing foregoing, who is an officer, officer or director or employee of Company PubCo or any of its subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company PubCo and its subsidiaries. (f) The rights of any Investor Holder Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to any other rights any such Person may have under any other section of this Investor Rights Agreement or any other agreement or instrument to which such Invesor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company PubCo or any of its subsidiaries.

Indemnification; Exculpation. (a) Company will, and The Company will cause each of its subsidiaries toindemnify, jointly and severally indemnify exonerate and hold Investor the Sponsor and each of its respective direct and indirect partners, equityholders, members, managers, Affiliatesaffiliates, directors, officers, shareholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Sponsor Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claimsActions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Sponsor Indemnitees or any of them on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) Action arising directly or indirectly out of, or in any way relating to, the Investor’s a Business Combination and any agreements, transactions or its Affiliates’ ownership of Equity Securities of Company or control or ability to influence Company or any of its subsidiaries filings related thereto (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any are directly caused by the breach by such Investor Sponsor Indemnitee or its Affiliates of this Agreement, the Purchase Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other agreement between such Investor Indemnitee or any of its Affiliates, on the one hand, and Company or any of its subsidiaries, on the other hand, in each case by such Investor Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Sponsor Indemnitee or its Affiliates to (A) its direct or indirect equity holdersequityholders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company or any of its subsidiaries derives from the Investor’s or its Affiliates’ capacity as an officer or director of Company or any of its subsidiariesaffiliates, or (zy) to the extent such Indemnified Liabilities are directly caused by such Person’s fraud, gross negligence or willful misconduct). Notwithstanding the foregoing; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason reason, the Company (including any parent or other than by virtue of any exclusions herein), Company will, and successor to the Company) will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is payable pursuant to this Section 6.1.1 to the extent permissible under applicable lawLaw. For the purposes of this Section 5.126.1, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Sponsor Indemnitee as to any previously advanced indemnity payments made by Company or any of its subsidiariesthe Company, then such payments shall be promptly repaid by such Investor Sponsor Indemnitee to Company and its subsidiariesthe Company. The rights of any Invesror Sponsor Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the organizational or governing documents Governing Documents of the Company or its subsidiaries. (b) Company will, and will cause Subsidiaries. Each party hereto agrees that each of its subsidiaries to, jointly and severally, reimburse any Investor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigationthe Sponsor Indemnitees shall be third-related expenses) as they are incurred by such Investor Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor Indemnitee would be entitled to indemnification under the terms of this Section 5.12, or any action or proceeding arising therefrom. Company or its subsidiaries, in the defense of any Action for which an Investor Indemnitee would be entitled to indemnification under the terms of this Section 5.12, may, without the consent of such Investor Indemnitee, consent to entry of any judgment or enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Investor Indemnitee of an unconditional release from all liability party beneficiaries with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Investor Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Indemnitee. No Investor Indemnitee shall settle, compromise or consent to any judgement in connection with any Action for which such Investor Indemnitee seeks indemnification under the terms of this Section 5.126.1, in entitled to enforce this Section 6.1 as though each case without the written consent of Pubco. (c) [Reserved]. (d) In no event shall any Investor such Sponsor Indemnitee be liable was a party to Company or any of its subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 5.12, the term Invesor Indemnitees shall not include the Investor or its any of its partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who is an officer, director or employee of Company or any of its subsidiaries in such capacity as officer, director or employee. Such officers, directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership agreements and other instruments of Company and its subsidiaries. (f) The rights of any Investor Indemnitee to indemnification pursuant to this Section 5.12 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of Company or any of its subsidiaries.

Indemnification; Exculpation. (a) 6.1.1 As an inducement for the Sponsor to enter into this Agreement and approve the transactions contemplated by the Merger Agreement, subject in each case to restrictions under applicable Law and to compliance by the Sponsor in all material respects with Section 6.1.9, the Company will, and Company will cause each of its subsidiaries toindemnify, jointly and severally indemnify exonerate and hold Investor the Sponsor and each of its respective direct and indirect partners, equityholders, members, managers, Affiliatesaffiliates, directors, officers, shareholdersstockholders, fiduciaries, managers, controlling Persons, employees, representatives and agents and each of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Investor Sponsor Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claimsActions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Investor Sponsor Indemnitees or any of them on or after before the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any third party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) Action arising directly or indirectly out of, or in any way relating to, the InvestorSponsor’s or its Affiliates’ ownership of Equity Securities of Company or control or ability management of the Company on or prior to influence the date of this Agreement, the business of the Company ono or any prior to the date of its subsidiaries this Agreement, services provided by the Sponsor to the Company prior to the date of this Agreement, the Merger Agreement, the Transaction Agreements (as defined in the Merger Agreement) and the transactions and related filings contemplated by the Merger Agreement and the Transaction Agreements (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Investor Indemnitee or its Affiliates pursuant to any indemnification obligation of such Investor Indemnitee or its Affiliates to Company or its Affiliates (other than such Investor Indemnitee or its Affiliates), under the Purchase Agreement, (x) to the extent such Indemnified Liabilities arise out of any breach by such Investor Sponsor Indemnitee or its Affiliates of this the Merger Agreement, the Purchase any Transaction Agreement (to the extent such Investor Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Investor Indemnitee or any of its Affiliates is a party, or any other written agreement between such Investor Indemnitee or any of its AffiliatesSponsor Indemnitee, on the one hand, and Company or any of its subsidiariesthe Company, on the other hand, hand (in each case case, to the extent such Sponsor Indemnitee is a party thereto) or, subject to applicable Law, the breach by such Investor Sponsor Indemnitee or its Affiliates or other related Persons, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Investor Sponsor Indemnitee or its Affiliates to (A) its direct or indirect equity holdersequityholders, creditors or Affiliates or (B) Company, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control Company or any of its subsidiaries derives from the Investor’s or its Affiliates’ capacity as an officer or director of Company or any of its subsidiariesaffiliates, or (zy) to the extent such Indemnified Liabilities are directly caused by such Person’s fraudgross negligence, gross negligence bad faith or willful misconduct). Notwithstanding the foregoing; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason (other than by virtue of any exclusions herein)reason, the Company will, and will cause its subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is payable pursuant to this Section 6.1.1 to the extent permissible under applicable lawLaw. For the purposes of this Section 5.126.1, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Investor Sponsor Indemnitee as to any previously advanced indemnity payments made by Company or any of its subsidiariesthe Company, then such payments shall be promptly repaid by such Investor Sponsor Indemnitee to Company and its subsidiariesthe Company. The rights of any Invesror Sponsor Indemnitee to indemnification under this Agreement hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Investor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the organizational or governing documents Organizational Documents of the Company or its subsidiariesSubsidiaries, provided, however, that (x) each Sponsor Indemnitee shall use commercially reasonable efforts to mitigate the Indemnified Liabilities, including by using commercially reasonable efforts to pursue all applicable rights of recovery or contribution available to each Sponsor Indemnitee from third parties (excluding Indemnitee-Related Entities (as defined below)) and making applicable claims under all available insurance policies and using commercially reasonable efforts to pursue such claims; and (y) any amount actually received by any Sponsor Indemnitee from any such other source (including the insurance policy) with respect to the Indemnified Liabilities shall be subject to the provisions of Section 6.1.7. Each party hereto agree that each of the Sponsor Indemnitees shall be third-party beneficiaries with respect to this Section 6.1, entitled to enforce this Section 6.1 as though each such Sponsor Indemnitee was a party to this Agreement. 6.1.2 If any Action shall be brought or asserted against any Sponsor Indemnitee in respect of which indemnification may be sought pursuant to this Section 6.1, such Sponsor Indemnitee shall promptly notify the Company in writing; provided, that the failure to notify the Company shall not relieve it from any liability that it may have under this Section 6.1 except to the extent that it has been materially prejudiced (bthrough the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Company willshall not relieve it from any liability that it may have to a Sponsor Indemnitee otherwise than under the preceding paragraphs of this Section 6.1. If any such Action shall be brought or asserted against a Sponsor Indemnitee and it shall have notified the Company thereof, absent the Sponsor Indemnitee’s reasonable conclusion that an actual or potential differing of interests exists between the Company and will cause each such Sponsor Indemnitee, the Company shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof (by providing notice of its subsidiaries tosuch election within thirty (30) days of receipt of notice of such Action from such Sponsor Indemnitee), jointly with counsel reasonably satisfactory to the Sponsor Indemnitee and severally, reimburse any Investor Indemnitee for all shall pay the reasonable costs and expenses (including reasonable attorneys’ fees and expenses and of such counsel related to such Action, as incurred. After notice from the Company to a Sponsor Indemnitee of its election to assume the defense thereof, except as set forth in Section 6.1.3, the Company shall not be liable to such Sponsor Indemnitee under such subsection for any legal expenses of other counsel or any other litigationexpenses, in each case subsequently incurred by such Sponsor Indemnitee, in connection with the defense thereof other than reasonable costs of investigation. Each Sponsor Indemnitee shall reasonably cooperate with the Company and its representatives and advisors and shall give the Company and its representatives and advisors commercially reasonable access to all information, documents and files within such Sponsor Indemnitee’s custody and control, and to relevant witnesses with respect to any claim that in respect of which indemnification may be sought pursuant to this Section 6.1, in each case, solely to the extent reasonable and necessary to defend any such Action; provided, that the parties hereto shall use commercially reasonable efforts to avoid the production of any information provided pursuant to this Section 6.1 (consistent with applicable Law), and to cause all communications among employees, counsel and others representing either party to any such Action to be made so as to preserve any applicable attorney-client or work-product privileges. 6.1.3 In any such Action, any Sponsor Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Sponsor Indemnitee unless (i) the Company and the Sponsor Indemnitee shall have mutually agreed to the contrary; (ii) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to the Sponsor Indemnitee; or (iii) the Sponsor Indemnitee reasonably concludes that retention of its own counsel is appropriate due to (x) actual or potential differing interests between the Sponsor Indemnitee and the Company and/or other named parties in any such or potential Action or (y) because there are one or more different defenses that conflict with respect to such Action. It is understood and agreed that the Company shall not, in connection with any Action or related expensesAction in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel which shall be limited to one firm in each jurisdiction) for all Sponsor Indemnitees, and that all such reasonable fees and expenses shall be paid or reimbursed as they are incurred upon receipt from the Sponsor Indemnitee of a written request for payment thereof accompanied by a written statement with reasonable, non-privileged supporting detail of such Investor Indemnitee in connection with investigatingfees and expenses. The Company or its Subsidiaries, preparing, pursuing, defending or assisting in the defense of any Action for which the Investor a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 5.126.1, or any action or proceeding arising therefrom. Company or its subsidiaries, in the defense of any Action for which an Investor Indemnitee would be entitled to indemnification under the terms of this Section 5.12, mayshall not, without the consent of such Investor Sponsor Indemnitee, such consent not to entry of any judgment be unreasonably conditioned, withheld or delayed, enter into any settlement if and only if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by Company or its designated subsidiary and such settlement unless it (ia) includes as a term thereof the giving by the claimant or plaintiff or class therein to such Investor Sponsor Indemnitee of an unconditional release from all liability with respect to such Action, (iib) does not impose any limitations (equitable or otherwise) on such Investor Sponsor Indemnitee, and (iiic) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such Investor Sponsor Indemnitee. No Investor Indemnitee , and provided, that the only consideration for such settlement is a monetary payment that will be paid in full by the Company or its Subsidiaries. 6.1.4 The Company acknowledges and agrees that the Company shall settle, compromise or consent be fully and primarily responsible for the payment to any judgement Sponsor Indemnitee in respect of Indemnified Liabilities in connection with any Action for Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of, (i) the Israeli Companies Law, 1999 and the Organizational Documents of the Company, each as amended, (ii) any director indemnification agreement, (iii) this Agreement, any other agreement between the Company or any of its Subsidiaries and such Sponsor Indemnitee (or its affiliates) pursuant to which such Investor Sponsor Indemnitee seeks is indemnified, (iv) the Laws of the jurisdiction of incorporation or organization of any Subsidiary of the Company and/or (v) the Organizational Documents of the Company’s Subsidiaries ((i) through (v) collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Indemnitee (or its affiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company, any of its Subsidiaries or the insurer under and pursuant to any insurance policy of the Company or any of its Subsidiaries) from whom such Sponsor Indemnitee may be entitled to indemnification with respect to which, in whole or in part, the Company or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall the Company or any of its Subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Indemnitee or the obligations of the Company or any of its Subsidiaries under the terms Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) the Company shall reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by the Company pursuant to clause (x), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Sponsor Indemnitee against the Company, and (z) such Sponsor Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each party hereto agrees that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.1, entitled to enforce this Section 6.1.4 as though each such Indemnitee-Related Entity were a party to this Agreement. For purposes of this Section 5.126.1.4, in each case the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Indemnitee shall be entitled to indemnification from both (1) the written consent Company and/or any of Pubcoits Subsidiaries pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, the Laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Organizational Documents of any Indemnitee-Related Entity, on the other hand. (c) [Reserved]. (d) 6.1.5 In no event shall any Investor Sponsor Indemnitee be liable to the Company or any of its subsidiaries Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute gross negligence, willful misconduct or fraud of such Investor Sponsor Indemnitee as determined by a final, nonappealable determination of a court of competent jurisdiction. (e) 6.1.6 Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 5.126.1, the term Invesor Sponsor Indemnitees shall not include the Investor any Sponsor or its any of its partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents or any of the partners, equityholders, members, Affiliatesaffiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of any of the foregoing who who, in each case, is an officer, officer or director or employee of the Company or any of its subsidiaries in such capacity as officer, director officer or employeedirector. Such officers, officers and directors and employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the certificate of incorporation or organization, bylaws or limited partnership Organizational Documents and other agreements and other instruments of the Company and its subsidiariesSubsidiaries. (f) 6.1.7 The rights of any Investor Sponsor Indemnitee to indemnification pursuant to this Section 5.12 6.1 will be in addition to any other rights any such Person may have under any other section of this Agreement or any other agreement or instrument to which such Invesor Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation Law or under the certificate Organizational Documents of the Company and its Subsidiaries. 5.1.8 Notwithstanding the foregoing provisions of this Article VI, all payments to be made by the Company and its Subsidiaries pursuant to the foregoing provisions of this Article VI shall be limited partnershipto the amount of any Indemnified Liabilities that remains after deducting therefrom any insurance proceeds and any indemnity, limited partnership agreementcontribution or other similar payment actually received by the Sponsor Indemnitee from any third parties (other than the Company and its Subsidiaries) in respect of any such Action, certificate net of incorporation any out-of-pocket costs and expenses of recovery, the amount of any deductibles or bylaws (or equivalent governing documents) of retentions, and increases in premiums. If any Sponsor Indemnitee receives any payment from the Company or its Subsidiaries in respect of any Indemnified Liability and the Sponsor Indemnitee recovers from a third party insurance proceeds or any other amount in respect of its subsidiaries.the underlying claim or demand asserted pursuant to this Article VI against the Company or such Subsidiary, such Sponsor Indemnitee shall, as soon as reasonably practicable, pay over to the Company or such Subsidiary such insurance proceeds or other amount so recovered (after deducting therefrom the amount of reasonable and documented out-of-pocket costs and expenses incurred by it in procuring such recovery, the amount of