Common use of Indemnification; Exculpation Clause in Contracts

Indemnification; Exculpation. 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 CayCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor and its 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 “Sponsor Indemnitees”) free and harmless from and against any and all Actions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Sponsor Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action arising directly or indirectly out of, or in any way relating to, (i) any Sponsor’s or its affiliates’ ownership of equity securities of CayCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Sponsor Indemnitee or its affiliates or other related Persons or, subject to applicable Law, the breach of any fiduciary or other duty or obligation of such Sponsor Indemnitee to its direct or indirect equityholders, creditors or affiliates, (y) to the extent such control or the ability to control CayCo or any of its Subsidiaries derives from such Sponsor’s or its affiliates’ capacity as an officer or director of CayCo or any of its Subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, 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, CayCo 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 6.5, 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 Sponsor Indemnitee as to any previously advanced indemnity payments made by CayCo or any of its Subsidiaries, then such payments shall be promptly repaid by such Sponsor Indemnitee to CayCo and its Subsidiaries. The rights of any Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo or its Subsidiaries. 6.5.2 CayCo will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo or its Subsidiaries, in the defense of any Action for which a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5, may, without the consent of such Sponsor Indemnitee, consent to the entry of any judgment or enter into any settlement, if and only if, it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such 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 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 Sponsor 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 cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) 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 6.5, entitled to enforce this Section 6.5.3 as though each 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 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. 6.5.4 In no event shall any Sponsor Indemnitee be liable to CayCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable determination of a court of competent jurisdiction. 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.5, the term Sponsor Indemnitees shall not include any Sponsor 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 or director of CayCo or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo and its Subsidiaries (including as contemplated in Section 6.1). 6.5.6 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo and its Subsidiaries.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries subsidiaries to, jointly and severally indemnify, exonerate indemnify and hold the Sponsor Holders and its each of their 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo PubCo or control or ability to influence PubCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Holder Indemnitee or its Affiliates pursuant to any indemnification obligation of such Holder Indemnitee or its Affiliates to PubCo or its Affiliates (other than such Holder Indemnitee or its Affiliates), under the BCA and the Ancillary Agreements, (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Sponsor Holder Indemnitee or its affiliates Affiliates of this Agreement, the BCA (to the extent such Holder Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Holder Indemnitee or any of its Affiliates is a party, or any other agreement between such Holder Indemnitee or any of its Affiliates, on the one hand, and PubCo or any of its subsidiaries, on the other hand, in each case by such Holder Indemnitee or its Affiliates or other related Persons orPersons, subject to applicable Law, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Sponsor Holder Indemnitee or its Affiliates to (A) its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates or (B) PubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo 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 the foregoing, (ii) the business, 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 reasonreason (other than by virtue of any exclusions herein), CayCo 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 6.55.12, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiariessubsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiariessubsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiariessubsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries subsidiaries to, jointly and severally, reimburse any Sponsor 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 Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo PubCo or its Subsidiariessubsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, it if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by PubCo or its designated subsidiary and such settlement (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee. No Holder Indemnitee shall settle, and provided that, the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo compromise or its Subsidiaries. 6.5.3 CayCo acknowledges and agrees that CayCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment consent to any Sponsor Indemnitee in respect of Indemnified Liabilities judgement in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) Action for which such Holder Indemnitee seeks indemnification under the terms of this Section 5.12, in each case without the written consent of Pubco. (ic) CayCo’s Governing DocumentsNotwithstanding the foregoing provisions of this Section 5.12, each as amendedHolder agrees that, (ii) any director indemnification agreement, (iii) this under the A&R Blue Owl Carry LP Agreement and the A&R Blue Owl Holdings LP Agreement, any other agreement between CayCo or any each of its Subsidiaries Blue Owl Carry and such Sponsor Indemnitee (or its affiliates) pursuant Blue Owl Holdings is an indemnitor of first resort with respect to which such Sponsor Indemnitee is indemnified, (v) the Laws indemnification of the jurisdiction of incorporation or organization of any Subsidiary of CayCoIndemnified Liabilities for the Persons indemnified thereunder. Accordingly, and/or (vi) the Governing Documents of CayCo’s Subsidiaries ((i) through (vi) aboveeach Holder acknowledges and agrees that, collectively, the “Indemnification Sources”), irrespective of any right of recovery if 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 Holder is entitled to indemnification with respect 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 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 6.5, entitled to enforce this Section 6.5.3 as though each 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 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 handPubCo hereunder. 6.5.4 (d) In no event shall any Sponsor Holder Indemnitee be liable to CayCo 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 Sponsor Holder Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 (e) Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.55.12, the term Sponsor Holder Indemnitees shall not include any Sponsor Holder 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, director or director employee of CayCo PubCo or any of its Subsidiaries subsidiaries in such capacity as officer officer, director or directoremployee. Such officers officers, directors and directors employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents certificate of incorporation or organization, bylaws or limited partnership agreements and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1)subsidiaries. 6.5.6 (f) The rights of any Sponsor Holder Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents certificate of CayCo and limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of PubCo or any of its Subsidiariessubsidiaries.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor Holders and its each of their 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo PubCo or any of its Subsidiaries or control (ii) the business, operations, properties, assets or other rights or liabilities of or ability to influence CayCo PubCo or any of its Subsidiaries (other than Subsidiaries; provided, that the foregoing indemnity shall not apply to any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Sponsor Holder Indemnitee or its affiliates Affiliates or other related Persons or, subject to applicable Law, or the breach of any fiduciary or other duty or obligation of such Sponsor Holder Indemnitee to its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo PubCo or any of its Subsidiaries, Subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct)Cause relates to, (ii) the businesscauses, operationsgives rise to, properties, assets or other rights or liabilities of CayCo or any of its Subsidiariesresults in, 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 Subsidiariesaffects such Indemnified Liabilities; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, CayCo 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 6.55.13, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.13, or any action or proceeding arising therefrom, whether or not such Sponsor Holder Indemnitee is a party thereto. CayCo PubCo or its Subsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.13, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder 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 (c) PubCo acknowledges and agrees that CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries (including, for purposes hereof, any applicable insurance) to, be fully and primarily responsible for the payment to any Sponsor 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) For purposes of indemnification under the terms of (i) CayCo’s Governing Documents, each as amended, (ii) any director indemnification agreement, (iii) this Investor Rights 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 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 Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Holder Indemnitee or the obligations of CayCo 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) 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 6.5, entitled to enforce this Section 6.5.3 as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. CayCo PubCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 6.5.3 5.13(c) as though each such Subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 6.5.35.13(c), the term (“Jointly Indemnifiable Claims”) shall be broadly construed and ” shall include, without limitation, any Indemnified Liabilities for which any Sponsor Holder Indemnitee shall be entitled to indemnification from both (1) CayCo PubCo and/or any of its Subsidiaries, 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 Holder Indemnitee (or its affiliates), Affiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, the Laws laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Organizational Documents of any Indemnitee-Related Entity, on the other hand. 6.5.4 In no event shall any Sponsor Indemnitee be liable to CayCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable determination of a court of competent jurisdiction. 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.5, the term Sponsor Indemnitees shall not include any Sponsor 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 or director of CayCo or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo and its Subsidiaries (including as contemplated in Section 6.1). 6.5.6 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo and its Subsidiaries.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor Holders and its each of their 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo or any of its Subsidiaries PubCo or control of or ability to influence CayCo PubCo or any of its Subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Sponsor Holder Indemnitee or its affiliates Affiliates or other related Persons or, subject to applicable Law, or the breach of any fiduciary or other duty or obligation of such Sponsor Holder Indemnitee to its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo PubCo or any of its Subsidiaries, Subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or other rights or liabilities of CayCo PubCo or any of its Subsidiaries, Subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Sponsor Holder or its affiliates Affiliates to CayCo PubCo or any of its their respective Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, CayCo 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 6.55.13, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.13, or any action or proceeding arising therefrom, whether or not such Sponsor Holder Indemnitee is a party thereto. CayCo PubCo or its Subsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.13, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee, and provided thatprovided, that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo PubCo or its Subsidiaries. 6.5.3 CayCo (c) PubCo acknowledges and agrees that CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCo’s Governing 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 CayCo PubCo or any of its Subsidiaries and such Sponsor Holder Indemnitee (or its affiliatesAffiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, (viv) the Laws laws of the jurisdiction of incorporation or organization of any Subsidiary of CayCo, PubCo and/or (viv) the Governing Organizational Documents of CayCo’s Subsidiaries any Subsidiary of PubCo ((i) through (viv) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Holder Indemnitee (or its affiliatesAffiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCoPubCo, any of its Subsidiaries or the insurer under and pursuant to any an insurance policy of CayCo PubCo or any of its Subsidiaries) from whom such Sponsor Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo PubCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo 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 Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Holder Indemnitee or the obligations of CayCo 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 Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo 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 C▇▇▇▇ 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 Holder Indemnitee against CayCo PubCo and/or any of its Subsidiaries, as applicable, and (z) such Sponsor 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 party hereto of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.55.13(c), entitled to enforce this Section 6.5.3 5.13(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. CayCo PubCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 6.5.3 5.13(c) as though each such Subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 6.5.35.13(c), the term (“Jointly Indemnifiable Claims”) ” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Holder Indemnitee shall be entitled to indemnification from both (1) CayCo PubCo and/or any of its Subsidiaries, 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 Holder Indemnitee (or its affiliates), Affiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, the Laws laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Organizational Documents of any Indemnitee-Related Entity, on the other hand. 6.5.4 (d) In no event shall any Sponsor Holder Indemnitee be liable to CayCo PubCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Holder Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 6.55.13, the term Sponsor Holder Indemnitees shall not include any Sponsor Holder 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 or director of CayCo PubCo or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the Governing Organizational Documents and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1)Subsidiaries. 6.5.6 (f) The rights of any Sponsor Holder Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Organizational Documents of CayCo and PubCo or any of its Subsidiaries.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor Holders and its each of their 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo or any of its Subsidiaries PubCo or control of or ability to influence CayCo PubCo or any of its Subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Sponsor Holder Indemnitee or its affiliates Affiliates or other related Persons or, subject to applicable Law, or the breach of any fiduciary or other duty or obligation of such Sponsor Holder Indemnitee to its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo PubCo or any of its Subsidiaries, Subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or other rights or liabilities of CayCo PubCo or any of its Subsidiaries, Subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Sponsor Holder or its affiliates Affiliates to CayCo PubCo or any of its their respective Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, CayCo 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 6.55.13, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.13, or any action or proceeding arising therefrom, whether or not such Sponsor Holder Indemnitee is a party thereto. CayCo PubCo or its Subsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.13, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee, and provided thatprovided, that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo PubCo or its Subsidiaries. 6.5.3 CayCo (c) PubCo acknowledges and agrees that CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCo’s Governing 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 CayCo PubCo or any of its Subsidiaries and such Sponsor Holder Indemnitee (or its affiliatesAffiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, (viv) the Laws laws of the jurisdiction of incorporation or organization of any Subsidiary of CayCo, PubCo and/or (viv) the Governing Organizational Documents of CayCo’s Subsidiaries any Subsidiary of PubCo ((i) through (viv) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Holder Indemnitee (or its affiliatesAffiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCoPubCo, any of its Subsidiaries or the insurer under and pursuant to any an insurance policy of CayCo PubCo or any of its Subsidiaries) from whom such Sponsor Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo PubCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo 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 Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Holder Indemnitee or the obligations of CayCo 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 Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo 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 C▇▇▇▇ 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 Holder Indemnitee against CayCo PubCo and/or any of its Subsidiaries, as applicable, and (z) such Sponsor 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 party hereto of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.55.13(c), entitled to enforce this Section 6.5.3 5.13(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. CayCo PubCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 6.5.3 5.13(c) as though each such Subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 6.5.35.13(c), the term (“Jointly Indemnifiable Claims”) ” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Holder Indemnitee shall be entitled to indemnification from both (1) CayCo PubCo and/or any of its Subsidiaries, 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 Holder Indemnitee (or its affiliates), Affiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, the Laws laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Organizational Documents of any Indemnitee-Related Entity, on the other hand. 6.5.4 In no event shall any Sponsor Indemnitee be liable to CayCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable determination of a court of competent jurisdiction. 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.5, the term Sponsor Indemnitees shall not include any Sponsor 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 or director of CayCo or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo and its Subsidiaries (including as contemplated in Section 6.1). 6.5.6 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo and its Subsidiaries.

Indemnification; Exculpation. 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 CayCo 6.1.1 The Company will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor and each of its 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 “Sponsor Indemnitees”) free and harmless from and against any and all Actions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Sponsor Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action arising directly or indirectly out of, or in any way relating to, (i) a Business Combination and any Sponsor’s agreements, transactions or its affiliates’ ownership of equity securities of CayCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries filings related thereto (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any are directly caused by the breach of this Agreement by such Sponsor Indemnitee or its affiliates or other related Persons or, subject to applicable Law, the breach of any fiduciary or other duty or obligation of such Sponsor Indemnitee to its direct or indirect equityholders, creditors or affiliates, or (y) to the extent such control or the ability to control CayCo or any of its Subsidiaries derives from such Sponsor’s or its affiliates’ capacity as an officer or director of CayCo or any of its Subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, 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, CayCo will, and the Company (including any parent or other 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 Law. For the purposes of this Section 6.56.1, 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 Sponsor Indemnitee as to any previously advanced indemnity payments made by CayCo or any of its Subsidiariesthe Company, then such payments shall be promptly repaid by such Sponsor Indemnitee to CayCo and its Subsidiariesthe Company. The rights of any Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo the Company or its Subsidiaries. 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. 6.5.2 CayCo will, and 6.1.2 The Company will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5Article VI, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo or its SubsidiariesThe Company, in the defense of any Action for which a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5Article VI, may, without the consent of such Sponsor Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such 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 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 Sponsor Indemnitee, and provided that, that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo or its Subsidiariesthe Company. 6.5.3 CayCo 6.1.3 The Company acknowledges and agrees that CayCo shall, and to the extent applicable Company shall cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCothe 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, agreement and (iii) this Agreement, any other agreement between CayCo or any of its Subsidiaries the Company 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 (viiii) 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 the Company or the insurer under and pursuant to any insurance policy of CayCo or any of its Subsidiariesthe Company) 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 the Company may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo or any of its Subsidiaries 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 CayCo or any of its Subsidiaries 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) CayCo shall, and to the extent applicable Company 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 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 CayCo and/or any of its Subsidiaries, as applicablethe 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 agree agrees that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.56.1, entitled to enforce this Section 6.5.3 6.1.4 as though each 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 6.5.36.1.4, 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) CayCo and/or any of its Subsidiaries, the 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 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. 6.5.4 6.1.4 In no event shall any Sponsor Indemnitee be liable to CayCo or any of its Subsidiaries the Company for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.5, the term Sponsor Indemnitees shall not include any Sponsor 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 or director of CayCo or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo and its Subsidiaries (including as contemplated in Section 6.1). 6.5.6 6.1.5 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo and its Subsidiariesthe Company.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor Holders and its each of their 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo PubCo or control or ability to influence PubCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Sponsor Holder Indemnitee or its affiliates Affiliates or other related Persons or, subject to applicable Law, or the breach of any fiduciary or other duty or obligation of such Sponsor Holder Indemnitee to its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo PubCo or any of its Subsidiariessubsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or other rights or liabilities of CayCo PubCo or any of its Subsidiaries, subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Sponsor Holder or its affiliates Affiliates to CayCo PubCo or any of its Subsidiariestheir subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, CayCo 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 6.55.12, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiariessubsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiariessubsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiariessubsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries subsidiaries to, jointly and severally, reimburse any Sponsor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, or any action or proceeding arising therefrom, whether or not such Sponsor Holder Indemnitee is a party thereto. CayCo PubCo or its Subsidiariessubsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee, and provided thatprovided, that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo PubCo or its Subsidiariessubsidiaries. 6.5.3 CayCo (c) PubCo acknowledges and agrees that CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCo’s Governing 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 CayCo PubCo or any of its Subsidiaries subsidiaries and such Sponsor Holder Indemnitee (or its affiliatesAffiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, (viv) the Laws of the jurisdiction of incorporation or organization of any Subsidiary subsidiary of CayCo, and/or PubCo or (viv) the Governing Documents certificate of CayCo’s Subsidiaries 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 (viv) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Holder Indemnitee (or its affiliatesAffiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCoPubCo, any of its Subsidiaries subsidiaries or the insurer under and pursuant to any an insurance policy of CayCo PubCo or any of its Subsidiariessubsidiaries) from whom such Sponsor Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo PubCo or any of its Subsidiaries subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo PubCo or any of its Subsidiaries subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Holder Indemnitee or the obligations of CayCo PubCo or any of its Subsidiaries subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries 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 PubCo or any of its Subsidiaries 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 Holder Indemnitee against CayCo and/or PubCo or any of its Subsidiariessubsidiaries, as applicable, and (z) such Sponsor 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 party hereto of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.55.12(c), entitled to enforce this Section 6.5.3 5.12(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. CayCo PubCo shall cause each of its Subsidiaries subsidiaries to perform the terms and obligations of this Section 6.5.3 5.12(c) as though each such Subsidiary subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 6.5.35.12(c), the term (“Jointly Indemnifiable Claims”) ” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Holder Indemnitee shall be entitled to indemnification from both (1) CayCo and/or PubCo or any of its Subsidiaries, 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 Holder Indemnitee (or its affiliates), Affiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, the Laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or or the Governing Documents 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. 6.5.4 (d) In no event shall any Sponsor Holder Indemnitee be liable to CayCo PubCo or any of its Subsidiaries subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Holder Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 6.55.12, the term Sponsor Holder Indemnitees shall not include any Sponsor Holder 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 or director of CayCo PubCo or any of its Subsidiaries subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or or the Governing Documents certificate of incorporation or organization, bylaws or limited partnership agreements and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1)subsidiaries. 6.5.6 (f) The rights of any Sponsor Holder Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents certificate of CayCo and limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of PubCo or any of its Subsidiariessubsidiaries.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor Holders and its each of their 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before on or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo PubCo or control or ability to influence PubCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach by such Holder Indemnitee of this Agreement Investor Rights Agreement, the BCA (to the extent such Holder Indemnitee is a party thereto), any agreement referenced or contemplated thereby to which such Holder Indemnitee is a party, or any other agreement between such Holder Indemnitee or any of its Affiliates, on the one hand, and PubCo or any of its subsidiaries, on the other hand, in each case by such Sponsor Holder Indemnitee or its affiliates Affiliates or other related Persons orPersons, subject to applicable Law, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Sponsor Holder Indemnitee to (A) its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates or (B) PubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo PubCo or any of its Subsidiariessubsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s gross negligence or willful misconduct), (ii) the business, 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, CayCo 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 6.55.12, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiariessubsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiariessubsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiariessubsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries subsidiaries to, jointly and severally, reimburse any Sponsor 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 Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo PubCo or its Subsidiariessubsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee, and provided thatprovided, that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo PubCo or its Subsidiariessubsidiaries. 6.5.3 CayCo (c) PubCo acknowledges and agrees that CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCo’s Governing Documents, each the DGCL (as amendedapplicable 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 CayCo PubCo or any of its Subsidiaries subsidiaries and such Sponsor Holder Indemnitee (or its affiliatesAffiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, (viv) the Laws laws of the jurisdiction of incorporation or organization of any Subsidiary subsidiary of CayCo, PubCo and/or (viv) the Governing Documents certificate of CayCo’s Subsidiaries 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 (viv) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Holder Indemnitee (or its affiliatesAffiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCoPubCo, any of its Subsidiaries subsidiaries or the insurer under and pursuant to any an insurance policy of CayCo PubCo or any of its Subsidiariessubsidiaries) from whom such Sponsor Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo PubCo or any of its Subsidiaries subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo PubCo or any of its Subsidiaries subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Holder Indemnitee or the obligations of CayCo PubCo or any of its Subsidiaries subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries 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▇▇▇▇ PubCo and/or any of its Subsidiaries 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 Holder Indemnitee against CayCo PubCo and/or any of its Subsidiariessubsidiaries, as applicable, and (z) such Sponsor 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 party hereto of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.55.12(c), entitled to enforce this Section 6.5.3 5.12(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. CayCo PubCo shall cause each of its Subsidiaries subsidiaries to perform the terms and obligations of this Section 6.5.3 5.12(c) as though each such Subsidiary subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 6.5.35.12(c), the term (“Jointly Indemnifiable Claims”) ” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Holder Indemnitee shall be entitled to indemnification from both (1) CayCo PubCo and/or any of its Subsidiaries, 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 Holder Indemnitee (or its affiliates), Affiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, the Laws laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents 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. 6.5.4 (d) In no event shall any Sponsor Holder Indemnitee be liable to CayCo PubCo or any of its Subsidiaries subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Holder Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 6.55.12, the term Sponsor Holder Indemnitees shall not include any Sponsor Holder 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 foregoing, who is an officer or director of CayCo PubCo or any of its Subsidiaries subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the Governing Documents certificate of incorporation or organization, bylaws or limited partnership agreements and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1)subsidiaries. 6.5.6 (f) The rights of any Sponsor Holder Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents certificate of CayCo and limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of PubCo or any of its Subsidiariessubsidiaries.

Indemnification; Exculpation. 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 CayCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor and its 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 “Sponsor Indemnitees”) free and harmless from and against any and all Actions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Sponsor Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action arising directly or indirectly out of, or in any way relating to, (i) any Sponsor’s or its affiliates’ ownership of equity securities of CayCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Sponsor Indemnitee or its affiliates or other related Persons or, subject to applicable Law, the breach of any fiduciary or other duty or obligation of such Sponsor Indemnitee to its direct or indirect equityholders, creditors or affiliates, (y) to the extent such control or the ability to control CayCo or any of its Subsidiaries derives from such Sponsor’s or its affiliates’ capacity as an officer or director of CayCo or any of its Subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, 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, CayCo 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 6.5, 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 Sponsor Indemnitee as to any previously advanced indemnity payments made by CayCo or any of its Subsidiaries, then such payments shall be promptly repaid by such Sponsor Indemnitee to CayCo and its Subsidiaries. The rights of any Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo or its Subsidiaries. 6.5.2 CayCo will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo or its Subsidiaries, in the defense of any Action for which a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5, may, without the consent of such Sponsor Indemnitee, consent to the entry of any judgment or enter into any settlement, if and only if, it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such 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 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 Sponsor 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 cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) 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, (viv) the Laws of the jurisdiction of incorporation or organization of any Subsidiary of CayCo, and/or (viv) the Governing Documents of CayCo’s Subsidiaries ((i) through (viv) 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 6.5, entitled to enforce this Section 6.5.3 as though each 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 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. 6.5.4 In no event shall any Sponsor Indemnitee be liable to CayCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable determination of a court of competent jurisdiction. 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.5, the term Sponsor Indemnitees shall not include any Sponsor 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 or director of CayCo or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo and its Subsidiaries (including as contemplated in Section 6.1). 6.5.6 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo and its Subsidiaries.

Indemnification; Exculpation. 6.5.1 As an inducement for the Sponsor to enter into this Agreement and approve the transactions contemplated by the Business Combination Agreement(a) PubCo shall defend, subject in each case to restrictions under applicable Law, CayCo will, and CayCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate indemnify and hold the Sponsor harmless each Investor and its direct and indirect respective Affiliates, partners, equityholdersemployees, membersagents, directors, managers, affiliates, directors, officers, shareholders, fiduciaries, managers, 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 “Sponsor IndemniteesIndemnified Parties”) free and harmless from and against any and all Actionsactions, 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 Sponsor Indemnitees or any of them Indemnified Parties before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action 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, (i) any SponsorInvestor’s or its affiliatesAffiliates’ ownership of equity securities of CayCo control or ability to influence PubCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities are liabilities of any Indemnified party or its Affiliates pursuant to any indemnification obligation of such Indemnified Party or its Affiliates to PubCo or its Affiliates (other than such Indemnified Party), under the Merger Agreement and the Transaction Agreements (y) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Sponsor Indemnitee an Indemnified Party or its affiliates Affiliates or other related Persons or, subject to applicable Law, the breach of any fiduciary or other duty or obligation of such Sponsor Indemnitee Indemnified Party to its direct or indirect equityholdersequity holders, creditors or affiliates, (y) to the extent such control or the ability to control CayCo or any of its Subsidiaries derives from such Sponsor’s or its affiliates’ capacity as an officer or director of CayCo or any of its Subsidiaries, Affiliates or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s gross negligence, bad faith or willful misconduct), (ii) the business, operations, properties, assets or other rights or liabilities of CayCo PubCo or any of its Subsidiaries, subsidiaries (other than claims by PubCo against any such Indemified Party as a result of a contractual commercial arrangement between such parties) or (iii) any services provided prior toprior, on or after the date of this Agreement by any Sponsor Investor or its affiliates Affiliates to CayCo PubCo or any of its Subsidiariessubsidiaries as a member of the Board. PubCo shall defend at its own cost and expense in respect of any 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 if 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 extent defense or investigation of such Action and PubCo shall bear the expense of such separate counsel (and local counsel, if applicable), 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 foregoing undertaking may be unavailable request of PubCo, whether the Indemnified Liabilities are created by law, organizational or unenforceable 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 reasonpayment made by PubCo or any of its subsidiaries with respect to any Indemnified Liability. In addition, CayCo 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 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 6.5, 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 Sponsor Indemnitee as to any previously advanced indemnity payments made be indemnified by CayCo or any of its Subsidiaries, then such payments shall be promptly repaid by such Sponsor Indemnitee to CayCo and its SubsidiariesPubCo. The rights of any Sponsor Indemnitee foregoing right to indemnification hereunder 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 relevant equitable considerations. (b) PubCo hereby acknowledges that certain of the Indemnified Parties have certain rights to which such Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents indemnification, advancement of CayCo expenses and/or insurance provided by investment funds managed by an Investor or its Subsidiaries. 6.5.2 CayCo willAffiliates (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 each of its Subsidiaries to, jointly amounts paid in settlement to the extent legally permitted and severally, reimburse any Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Indemnitee would be entitled to indemnification under required by the terms of this Section 6.5Agreement, the organizational documents of PubCo or any action of its subsidiaries or proceeding arising therefromany other agreement, whether or not such Sponsor Indemnitee is a party thereto. CayCo or its Subsidiaries, in the defense of any Action for which a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5, mayas applicable, without regard to any rights any Indemnified Party may have against the consent of such Sponsor Indemnitee, consent to the entry of any judgment or enter into any settlement, if and only if, it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such 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 Sponsor IndemniteeFund Indemnitors, and (iii) does not include a statement as to or an admission of faultthat PubCo, culpability or a failure to act by or on behalf of such Sponsor Indemniteeitself and each of its subsidiaries, irrevocably waives, relinquishes and provided thatreleases the Fund Indemnitors from any and all Actions against the Fund Indemnitors for contribution, the only penalty imposed subrogation or any other recovery of any kind 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 respect thereof. PubCo further agrees that CayCo shall, and to no advancement or payment by the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) 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 Fund Indemnitors on behalf 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 Indemnified Party with respect to any Jointly Indemnifiable Claim, (x) CayCo shall, Action for which any Indemnified Party has sought indemnification from PubCo shall affect the foregoing and to the extent applicable Fund Indemnitors shall cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent have a right of such payment promptly upon written demand from such Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by C▇▇▇▇ contribution 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 advancement or payment to all of the rights of recovery of any Indemnified Party against PubCo. PubCo agrees that 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 Fund Indemnitors are express third-party beneficiaries with respect to this Section 6.5, entitled to enforce this Section 6.5.3 as though each 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 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 hand16. 6.5.4 In no event shall any Sponsor Indemnitee be liable to CayCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable determination of a court of competent jurisdiction. 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.5, the term Sponsor Indemnitees shall not include any Sponsor 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 or director of CayCo or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo and its Subsidiaries (including as contemplated in Section 6.1). 6.5.6 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo and its Subsidiaries.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor Holders and its each of their 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo PubCo or control or ability to influence PubCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Sponsor Holder Indemnitee or its affiliates Affiliates or other related Persons or, subject to applicable Law, or the breach of any fiduciary or other duty or obligation of such Sponsor Holder Indemnitee to its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo PubCo or any of its Subsidiaries, subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or other rights or liabilities of CayCo PubCo or any of its Subsidiaries, subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Sponsor Holder or its affiliates Affiliates to CayCo PubCo or any of its Subsidiariestheir respective subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, CayCo 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 6.55.13, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiariessubsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiariessubsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiariessubsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries subsidiaries to, jointly and severally, reimburse any Sponsor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.13, or any action or proceeding arising therefrom, whether or not such Sponsor Holder Indemnitee is a party thereto. CayCo PubCo or its Subsidiariessubsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.13, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee, and provided thatprovided, that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo PubCo or its Subsidiariessubsidiaries. 6.5.3 CayCo (c) PubCo acknowledges and agrees that CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCo’s Governing 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 CayCo PubCo or any of its Subsidiaries subsidiaries and such Sponsor Holder Indemnitee (or its affiliatesAffiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, (viv) the Laws laws of the jurisdiction of incorporation or organization of any Subsidiary subsidiary of CayCo, PubCo and/or (viv) the Governing Documents certificate of CayCo’s Subsidiaries 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 (viv) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Holder Indemnitee (or its affiliatesAffiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCoPubCo, any of its Subsidiaries subsidiaries or the insurer under and pursuant to any an insurance policy of CayCo PubCo or any of its Subsidiariessubsidiaries) from whom such Sponsor Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo PubCo or any of its Subsidiaries subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo PubCo or any of its Subsidiaries subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Holder Indemnitee or the obligations of CayCo PubCo or any of its Subsidiaries subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries 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▇▇▇▇ PubCo and/or any of its Subsidiaries 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 Holder Indemnitee against CayCo PubCo and/or any of its Subsidiariessubsidiaries, as applicable, and (z) such Sponsor 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 party hereto of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.55.13(c), entitled to enforce this Section 6.5.3 5.13(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. CayCo PubCo shall cause each of its Subsidiaries subsidiaries to perform the terms and obligations of this Section 6.5.3 5.13(c) as though each such Subsidiary subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 6.5.35.13(c), the term (“Jointly Indemnifiable Claims”) ” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Holder Indemnitee shall be entitled to indemnification from both (1) CayCo PubCo and/or any of its Subsidiaries, 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 Holder Indemnitee (or its affiliates), Affiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, the Laws laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents 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. 6.5.4 (d) In no event shall any Sponsor Holder Indemnitee be liable to CayCo PubCo or any of its Subsidiaries subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Holder Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 6.55.13, the term Sponsor Holder Indemnitees shall not include any Sponsor Holder 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 or director of CayCo PubCo or any of its Subsidiaries subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the Governing Documents certificate of incorporation or organization, bylaws or limited partnership agreements and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1)subsidiaries. 6.5.6 (f) The rights of any Sponsor Holder Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents certificate of CayCo and limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of PubCo or any of its Subsidiariessubsidiaries.

Indemnification; Exculpation. 6.5.1 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 LawLaw and to compliance by the Sponsor in all material respects with Section 5.1.9, CayCo the Company will, and CayCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor and each of its 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 “Sponsor Indemnitees”) free and harmless from and against any and all Actions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Sponsor Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action arising directly or indirectly out of, or in any way relating to, the Business Combination Agreement, the Transaction Agreements (ias defined in the Business Combination Agreement) any Sponsor’s or its affiliates’ ownership of equity securities of CayCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries and the transactions and related filings contemplated by the Business Combination Agreement and the Transaction Agreements (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Sponsor Indemnitee of the Business Combination Agreement, any Transaction Agreement or its affiliates or any written agreement between such Sponsor Indemnitee, on the one hand, and the Company, on the other related Persons hand (in each case, to the extent such Sponsor Indemnitee is a party thereto) or, subject to applicable Law, the breach by such Sponsor Indemnitee of any fiduciary or other duty or obligation of such Sponsor Indemnitee to its direct or indirect equityholders, creditors or affiliates, or (y) to the extent such control or the ability to control CayCo or any of its Subsidiaries derives from such Sponsor’s or its affiliates’ capacity as an officer or director of CayCo or any of its Subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, 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, CayCo will, and 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 5.1.1 to the extent permissible under applicable Law. For the purposes of this Section 6.55.1, 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 Sponsor Indemnitee as to any previously advanced indemnity payments made by CayCo or any of its Subsidiariesthe Company, then such payments shall be promptly repaid by such Sponsor Indemnitee to CayCo and its Subsidiariesthe Company. The rights of any Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo the Company or its Subsidiaries. 6.5.2 CayCo will, 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 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 amount actually received by any Sponsor Indemnitee for all reasonable costs and expenses 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 (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Company shall 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 attorneys’ conclusion that an actual or potential differing of interests exists between the Company and 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 such election within thirty (30) days of receipt of notice of such Action from such Sponsor Indemnitee), with counsel reasonably satisfactory to the Sponsor Indemnitee and shall pay the reasonable 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 in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which upon receipt from the Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5a written request for payment thereof accompanied by a written statement with reasonable, or any action or proceeding arising therefrom, whether or not non-privileged supporting detail of such Sponsor Indemnitee is a party theretofees and expenses. CayCo The Company or its Subsidiaries, in the defense of any Action for which a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.55.1, mayshall not, without the consent of such Sponsor Indemnitee, such consent not to the entry of any judgment be unreasonably conditioned, withheld or delayed, enter into any settlement, if and only if, settlement unless it (ia) includes as a term thereof the giving by the claimant or plaintiff or class therein to such 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 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 Sponsor Indemnitee, and provided thatprovided, that the only penalty imposed in connection with consideration for such settlement is a monetary payment that will be paid in full by CayCo the Company or its Subsidiaries. 6.5.3 CayCo 5.1.4 The Company acknowledges and agrees that CayCo shall, and to the extent applicable Company shall cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCothe 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 CayCo 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 CayCo, the Company and/or (vi) the Governing Documents of CayCothe Company’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 CayCothe Company, any of its Subsidiaries or the insurer under and pursuant to any insurance policy of CayCo 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, CayCo the Company or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo 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 CayCo 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) CayCo shall, and to the extent applicable Company 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 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 CayCo and/or any of its Subsidiaries, as applicablethe 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 agree agrees that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.55.1, entitled to enforce this Section 6.5.3 5.1.4 as though each 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 6.5.35.1.4, 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) CayCo the Company and/or any of its Subsidiaries, 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... 6.5.4 5.1.5 In no event shall any Sponsor Indemnitee be liable to CayCo the Company or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 5.1.6 Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 6.55.1, the term Sponsor Indemnitees shall not include any Sponsor 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 who, in each case, is an officer or director of CayCo the Company or any of its Subsidiaries subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo the Company and its Subsidiaries (including as contemplated in Section 6.1)Subsidiaries. 6.5.6 5.1.7 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo 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 to the amount of any Indemnified Liabilities that remains after deducting therefrom any insurance proceeds and any indemnity, contribution 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, net of any out-of-pocket costs and expenses of recovery, the amount of any deductibles or 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 Subsidiaries to or on behalf of the Sponsor Indemnitee in respect of such claim. 5.1.9 As a conditi

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor Holders and its each of their 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before on or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo PubCo or control or ability to influence PubCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach by such Holder Indemnitee of this Agreement Investor Rights Agreement, the BCA (to the extent such Holder Indemnitee is a party thereto), any agreement referenced or contemplated thereby to which such Holder Indemnitee is a party, or any other agreement between such Holder Indemnitee or any of its Affiliates, on the one hand, and PubCo or any of its subsidiaries, on the other hand, in each case by such Sponsor Holder Indemnitee or its affiliates Affiliates or other related Persons orPersons, subject to applicable Law, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Sponsor Holder Indemnitee to (A) its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates or (B) PubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo PubCo or any of its Subsidiariessubsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s gross negligence or willful misconduct), (ii) the business, 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, CayCo 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 6.55.12, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiariessubsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiariessubsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiariessubsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries subsidiaries to, jointly and severally, reimburse any Sponsor 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 Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo PubCo or its Subsidiariessubsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee, and provided thatprovided, that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo PubCo or its Subsidiariessubsidiaries. 6.5.3 CayCo (c) PubCo acknowledges and agrees that CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCo’s Governing Documentsthe 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 CayCo PubCo or any of its Subsidiaries subsidiaries and such Sponsor Holder Indemnitee (or its affiliatesAffiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, (viv) the Laws laws of the jurisdiction of incorporation or organization of any Subsidiary subsidiary of CayCo, PubCo and/or (viv) the Governing Documents certificate of CayCo’s Subsidiaries 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 (viv) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Holder Indemnitee (or its affiliatesAffiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCoPubCo, any of its Subsidiaries subsidiaries or the insurer under and pursuant to any an insurance policy of CayCo PubCo or any of its Subsidiariessubsidiaries) from whom such Sponsor Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo PubCo or any of its Subsidiaries subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo PubCo or any of its Subsidiaries subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Holder Indemnitee or the obligations of CayCo PubCo or any of its Subsidiaries subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries 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▇▇▇▇ PubCo and/or any of its Subsidiaries 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 Holder Indemnitee against CayCo PubCo and/or any of its Subsidiariessubsidiaries, as applicable, and (z) such Sponsor 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 party hereto of the Parties agree that each of the Indemnitee-Related Entities shall be third-third- party beneficiaries with respect to this Section 6.55.12(c), entitled to enforce this Section 6.5.3 5.12(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. CayCo PubCo shall cause each of its Subsidiaries subsidiaries to perform the terms and obligations of this Section 6.5.3 5.12(c) as though each such Subsidiary subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 6.5.35.12(c), the term (“Jointly Indemnifiable Claims”) ” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Holder Indemnitee shall be entitled to indemnification from both (1) CayCo PubCo and/or any of its Subsidiaries, 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 Holder Indemnitee (or its affiliates), Affiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, the Laws laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents 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. 6.5.4 (d) In no event shall any Sponsor Holder Indemnitee be liable to CayCo PubCo or any of its Subsidiaries subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Holder Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 6.55.12, the term Sponsor Holder Indemnitees shall not include any Sponsor Holder 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 or director of CayCo PubCo or any of its Subsidiaries subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the Governing Documents certificate of incorporation or organization, bylaws or limited partnership agreements and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1)subsidiaries. 6.5.6 (f) The rights of any Sponsor Holder Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents certificate of CayCo and limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of PubCo or any of its Subsidiaries.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. 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 the Company will, and CayCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold (x) the Sponsor and (y) each of its 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 “Sponsor Indemnitees”) free and harmless from and against any and all Actions, 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 Sponsor Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action arising directly or indirectly out of, or in any way relating to, (i) any Sponsor’s control or its affiliates’ ownership management of equity securities the Company on or prior to the date of CayCo this Agreement, the business of the Company on or any prior to the date of its Subsidiaries or control this Agreement, services provided by the Sponsor to the Company prior to the date of or ability to influence CayCo or any of its Subsidiaries 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 (x) to the extent such Indemnified Liabilities arise out of any breach by any Sponsor Indemnitee of this the Merger Agreement, any Transaction Agreement by (as defined in the Merger Agreement) or any written agreement between such Sponsor Indemnitee, on the one hand, and the Company, on the other hand (in each case, to the extent any Sponsor Indemnitee or its affiliates or other related Persons is a party thereto) or, subject to applicable Law, the breach by any Sponsor Indemnitee of any fiduciary or other duty or obligation of such any Sponsor Indemnitee to its direct or indirect equityholders, creditors or affiliates, (y) to the extent such control Liabilities are directly caused by any Sponsor Indemnitee’s gross negligence, bad faith or the ability to control CayCo or any of its Subsidiaries derives from such Sponsor’s or its affiliates’ capacity as an officer or director of CayCo or any of its Subsidiarieswillful misconduct, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or other rights or liabilities arise out 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 Indemnitee’s breach of its Subsidiariesapplicable Law (collectively, “Excluded Liabilities”); 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, CayCo will, and 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 Law. For the purposes of this Section 6.56.1, 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 Sponsor Indemnitee as to any previously advanced indemnity payments made by CayCo or any of its Subsidiariesthe Company, then such payments shall be promptly repaid by such Sponsor Indemnitee to CayCo 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 Subsidiariesaffiliates be responsible for, and no 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 Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Organizational Documents of CayCo or its Subsidiaries. 6.5.2 CayCo will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo Company or its Subsidiaries, in the defense of any Action for which a provided, however, that (x) each Sponsor Indemnitee would be entitled shall use commercially reasonable efforts to indemnification under mitigate the terms Indemnified Liabilities, including by using commercially reasonable efforts to pursue all applicable rights of this Section 6.5, may, without the consent of such Sponsor Indemnitee, consent recovery or contribution available to the entry of any judgment or enter into any settlement, if and only if, it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such each Sponsor Indemnitee of an unconditional release from all liability with respect to such Action, third parties (ii) does not impose any limitations (equitable or otherwise) on such Sponsor excluding 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 Sponsor 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 cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims -Related Entities (as defined below), pursuant ) and making applicable claims under all available insurance policies and using commercially reasonable efforts to pursue such claims; and in accordance with (as applicable) the terms of (i) CayCo’s Governing Documents, each as amended, (iiy) any director indemnification agreement, (iii) this Agreement, amount actually received by 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 such other enterprise source (other than CayCo, any of its Subsidiaries or including the insurer under and pursuant to any insurance policy of CayCo or any of its Subsidiariespolicy) 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 Indemnified Liabilities 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 subject to the extent applicable shall cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making such payment to the extent provisions 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 rightsSection 6.1.7. Each party hereto agree that each of the Indemnitee-Related Entities Sponsor Indemnitees shall be third-party beneficiaries with respect to this Section 6.56.1, entitled to enforce this Section 6.5.3 6.1 as though each such Indemnitee-Related Entity were Sponsor Indemnitee was 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 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. 6.5.4 In no event shall any Sponsor Indemnitee be liable to CayCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable determination of a court of competent jurisdiction. 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.5, the term Sponsor Indemnitees shall not include any Sponsor 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 or director of CayCo or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo and its Subsidiaries (including as contemplated in Section 6.1). 6.5.6 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo and its Subsidiaries.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries subsidiaries to, jointly and severally indemnify, exonerate indemnify and hold the Sponsor Holders and its each of their respective direct and indirect partners, equityholders, members, managers, affiliatesAffiliates, directors, officers, shareholders, stockholders, 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo PubCo or control or ability to influence PubCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Holder Indemnitee or its Affiliates pursuant to any indemnification obligation of such Holder Indemnitee or its Affiliates to PubCo or its Affiliates (other than such Holder Indemnitee or its Affiliates), under the BCA and the Ancillary Agreements, (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Sponsor Holder Indemnitee or its affiliates Affiliates of this Agreement, the BCA (to the extent such Holder Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Holder Indemnitee or any of its Affiliates is a party, or any other agreement between such Holder Indemnitee or any of its Affiliates, on the one hand, and PubCo or any of its subsidiaries, on the other hand, in each case by such Holder Indemnitee or its Affiliates or other related Persons orPersons, subject to applicable Law, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Sponsor Holder Indemnitee or its Affiliates to (A) its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates or (B) PubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo 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 the foregoing, (ii) the business, 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 reasonreason (other than by virtue of any exclusions herein), CayCo 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 6.55.12, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiariessubsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiariessubsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiariessubsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries subsidiaries to, jointly and severally, reimburse any Sponsor 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 Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo PubCo or its Subsidiariessubsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, it if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by PubCo or its designated subsidiary and such settlement (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee. No Holder Indemnitee shall settle, and provided that, the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo compromise or its Subsidiaries. 6.5.3 CayCo acknowledges and agrees that CayCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment consent to any Sponsor Indemnitee in respect of Indemnified Liabilities judgement in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) Action for which such Holder Indemnitee seeks indemnification under the terms of this Section 5.12, in each case without the written consent of PubCo. (ic) CayCo’s Governing DocumentsNotwithstanding the foregoing provisions of this Section 5.12, each as amendedHolder agrees that, (ii) any director indemnification agreement, (iii) this under the A&R Blue Owl Carry LP Agreement and the A&R Blue Owl Holdings LP Agreement, any other agreement between CayCo or any each of its Subsidiaries Blue Owl Carry and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee Blue Owl Holdings is indemnified, (v) the Laws an indemnitor 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 first resort 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 ClaimIndemnified Liabilities for the Persons indemnified thereunder. Accordingly, (x) CayCo shalleach Holder acknowledges and agrees that, and to the extent applicable shall cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making if 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 6.5, entitled to enforce this Section 6.5.3 as though each 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 is entitled to indemnification from both (1) CayCo and/or any under the A&R Blue Owl Carry LP Agreement and the A&R Blue Owl Holdings LP Agreement, such indemnification obligations of its Subsidiaries, pursuant Blue Owl Carry and Blue Owl Holdings are senior and prior 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 obligations 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 handPubCo hereunder. 6.5.4 (d) In no event shall any Sponsor Holder Indemnitee be liable to CayCo 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 Sponsor Holder Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 (e) Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.55.12, the term Sponsor Holder Indemnitees shall not include any Sponsor Holder 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, director or director employee of CayCo PubCo or any of its Subsidiaries subsidiaries in such capacity as officer officer, director or directoremployee. Such officers officers, directors and directors employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents certificate of incorporation or organization, bylaws or limited partnership agreements and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1)subsidiaries. 6.5.6 (f) The rights of any Sponsor Holder Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents certificate of CayCo and limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of PubCo or any of its Subsidiariessubsidiaries.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor Holders and its each of their 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo or any of its Subsidiaries PubCo or control of or ability to influence CayCo PubCo or any of its Subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Sponsor Holder Indemnitee or its affiliates Affiliates or other related Persons or, subject to applicable Law, or the breach of any fiduciary or other duty or obligation of such Sponsor Holder Indemnitee to its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo PubCo or any of its Subsidiaries, Subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or other rights or liabilities of CayCo PubCo or any of its Subsidiaries, Subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Sponsor Holder or its affiliates Affiliates to CayCo PubCo or any of its their respective Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, CayCo 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 6.55.13, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.13, or any action or proceeding arising therefrom, whether or not such Sponsor Holder Indemnitee is a party thereto. CayCo PubCo or its Subsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.13, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee, and provided thatprovided, that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo PubCo or its Subsidiaries. 6.5.3 CayCo (c) PubCo acknowledges and agrees that CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCo’s Governing DocumentsFrench law and the Organizational Documents of PubCo, each as amended, (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any other agreement between CayCo PubCo or any of its Subsidiaries and such Sponsor Holder Indemnitee (or its affiliatesAffiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, (viv) the Laws laws of the jurisdiction of incorporation or organization of any Subsidiary of CayCo, PubCo and/or (viv) the Governing Organizational Documents of CayCo’s Subsidiaries any Subsidiary of PubCo ((i) through (viv) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Holder Indemnitee (or its affiliatesAffiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCoPubCo, any of its Subsidiaries or the insurer under and pursuant to any an insurance policy of CayCo PubCo or any of its Subsidiaries) from whom such Sponsor Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo PubCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo 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 Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Holder Indemnitee or the obligations of CayCo 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 Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo 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 C▇▇▇▇ 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 Holder Indemnitee against CayCo PubCo and/or any of its Subsidiaries, as applicable, and (z) such Sponsor 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 party hereto of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.55.13(c), entitled to enforce this Section 6.5.3 5.13(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. CayCo PubCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 6.5.3 5.13(c) as though each such Subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 6.5.35.13(c), the term (“Jointly Indemnifiable Claims”) ” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Holder Indemnitee shall be entitled to indemnification from both (1) CayCo PubCo and/or any of its Subsidiaries, 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 Holder Indemnitee (or its affiliates), Affiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, the Laws laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Organizational Documents of any Indemnitee-Related Entity, on the other hand. 6.5.4 In no event shall any Sponsor Indemnitee be liable to CayCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable determination of a court of competent jurisdiction. 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.5, the term Sponsor Indemnitees shall not include any Sponsor 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 or director of CayCo or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo and its Subsidiaries (including as contemplated in Section 6.1). 6.5.6 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo and its Subsidiaries.

Indemnification; Exculpation. 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 CayCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor and its 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 “Sponsor Indemnitees”) free and harmless from and against any and all Actions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Sponsor Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action arising directly or indirectly out of, or in any way relating to, (i) any Sponsor’s or its affiliates’ ownership of equity securities of CayCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Sponsor Indemnitee or its affiliates or other related Persons or, subject to applicable Law, the breach of any fiduciary or other duty or obligation of such Sponsor Indemnitee to its direct or indirect equityholders, creditors or affiliates, (y) to the extent such control or the ability to control CayCo or any of its Subsidiaries derives from such Sponsor’s or its affiliates’ capacity as an officer or director of CayCo or any of its Subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, 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, CayCo 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 6.5, 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 Sponsor Indemnitee as to any previously advanced indemnity payments made by CayCo or any of its Subsidiaries, then such payments shall be promptly repaid by such Sponsor Indemnitee to CayCo and its Subsidiaries. The rights of any Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo or its Subsidiaries. 6.5.2 CayCo will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo or its Subsidiaries, in the defense of any Action for which a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5, may, without the consent of such Sponsor Indemnitee, consent to the entry of any judgment or enter into any settlement, if and only if, it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such 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 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 Sponsor 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 cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) 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, (viv) the Laws of the jurisdiction of incorporation or organization of any Subsidiary of CayCo, and/or (viv) the Governing Documents of CayCo’s Subsidiaries ((i) through (viv) 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▇▇▇▇ 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 6.5, entitled to enforce this Section 6.5.3 as though each 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 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. 6.5.4 In no event shall any Sponsor Indemnitee be liable to CayCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable determination of a court of competent jurisdiction. 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.5, the term Sponsor Indemnitees shall not include any Sponsor 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 or director of CayCo or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo and its Subsidiaries (including as contemplated in Section 6.1). 6.5.6 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo and its Subsidiaries.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries subsidiaries to, jointly and severally indemnify, exonerate indemnify and hold the Sponsor Holders and its each of their 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo PubCo or control or ability to influence PubCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Holder Indemnitee or its Affiliates pursuant to any indemnification obligation of such Holder Indemnitee or its Affiliates to PubCo or its Affiliates (other than such Holder Indemnitee or its Affiliates), under the Merger Agreement and the Ancillary Agreements, (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Sponsor Holder Indemnitee or its affiliates Affiliates of this Agreement, the Merger Agreement (to the extent such Holder Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Holder Indemnitee or any of its Affiliates is a party, or any other agreement between such Holder Indemnitee or any of its Affiliates, on the one hand, and PubCo or any of its subsidiaries, on the other hand, in each case by such Holder Indemnitee or its Affiliates or other related Persons orPersons, subject to applicable Law, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Sponsor Holder Indemnitee or its Affiliates to (A) its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates or (B) PubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo 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 the foregoing, (ii) the business, 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 reasonreason (other than by virtue of any exclusions herein), CayCo 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 6.55.12, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiariessubsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiariessubsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiariessubsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries subsidiaries to, jointly and severally, reimburse any Sponsor 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 Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo PubCo or its Subsidiariessubsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, it if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by PubCo or its designated subsidiary and such settlement (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee. No Holder Indemnitee shall settle, and provided that, the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo compromise or its Subsidiaries. 6.5.3 CayCo acknowledges and agrees that CayCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment consent to any Sponsor Indemnitee in respect of Indemnified Liabilities judgement in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) Action for which such Holder Indemnitee seeks indemnification under the terms of this Section 5.12, in each case without the written consent of Pubco. (ic) CayCo’s Governing DocumentsNotwithstanding the foregoing provisions of this Section 5.12, each as amendedHolder agrees that, (ii) any director indemnification agreement, (iii) this under the A&R Blue Owl Carry LP Agreement and the A&R Blue Owl Holdings LP Agreement, any other agreement between CayCo or any each of its Subsidiaries Blue Owl Carry and such Sponsor Indemnitee (or its affiliates) pursuant Blue Owl Holdings is an indemnitor of first resort with respect to which such Sponsor Indemnitee is indemnified, (v) the Laws indemnification of the jurisdiction of incorporation or organization of any Subsidiary of CayCoIndemnified Liabilities for the Persons indemnified thereunder. Accordingly, and/or (vi) the Governing Documents of CayCo’s Subsidiaries ((i) through (vi) aboveeach Holder acknowledges and agrees that, collectively, the “Indemnification Sources”), irrespective of any right of recovery if 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 Holder is entitled to indemnification with respect 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 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 6.5, entitled to enforce this Section 6.5.3 as though each 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 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 handPubCo hereunder. 6.5.4 (d) In no event shall any Sponsor Holder Indemnitee be liable to CayCo 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 Sponsor Holder Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 (e) Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.55.12, the term Sponsor Holder Indemnitees shall not include any Sponsor Holder 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, director or director employee of CayCo PubCo or any of its Subsidiaries subsidiaries in such capacity as officer officer, director or directoremployee. Such officers officers, directors and directors employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents certificate of incorporation or organization, bylaws or limited partnership agreements and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1)subsidiaries. 6.5.6 (f) The rights of any Sponsor Holder Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents certificate of CayCo and limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of PubCo or any of its Subsidiariessubsidiaries.

Indemnification; Exculpation. 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 CayCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor and its 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 “Sponsor Indemnitees”) free and harmless from and against any and all Actions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Sponsor Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action arising directly or indirectly out of, or in any way relating to, (i) any Sponsor’s or its affiliates’ ownership of equity securities of CayCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Sponsor Indemnitee or its affiliates or other related Persons or, subject to applicable Law, the breach of any fiduciary or other duty or obligation of such Sponsor Indemnitee to its direct or indirect equityholders, creditors or affiliates, (y) to the extent such control or the ability to control CayCo or any of its Subsidiaries derives from such Sponsor’s or its affiliates’ capacity as an officer or director of CayCo or any of its Subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, 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, CayCo 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 6.5, 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 Sponsor Indemnitee as to any previously advanced indemnity payments made by CayCo or any of its Subsidiaries, then such payments shall be promptly repaid by such Sponsor Indemnitee to CayCo and its Subsidiaries. The rights of any Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo or its Subsidiaries. 6.5.2 CayCo will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo or its Subsidiaries, in the defense of any Action for which a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5, may, without the consent of such Sponsor Indemnitee, consent to the entry of any judgment or enter into any settlement, if and only if, it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such 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 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 Sponsor 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 cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) 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, (viv) the Laws of the jurisdiction of incorporation or organization of any Subsidiary of CayCo, and/or (viv) the Governing Documents of CayCo’s Subsidiaries ((i) through (viv) 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 6.5, entitled to enforce this Section 6.5.3 as though each 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 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. 6.5.4 In no event shall any Sponsor Indemnitee be liable to CayCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable determination of a court of competent jurisdiction. 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.5, the term Sponsor Indemnitees shall not include any Sponsor 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 or director of CayCo or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo and its Subsidiaries (including as contemplated in Section 6.1). 6.5.6 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo and its Subsidiaries.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor Holders and its each of their 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo or any of its Subsidiaries PubCo or control of or ability to influence CayCo PubCo or any of its Subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Sponsor Holder Indemnitee or its affiliates Affiliates or other related Persons or, subject to applicable Law, or the breach of any fiduciary or other duty or obligation of such Sponsor Holder Indemnitee to its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo PubCo or any of its Subsidiaries, Subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or other rights or liabilities of CayCo PubCo or any of its Subsidiaries, Subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Sponsor Holder or its affiliates Affiliates to CayCo PubCo or any of its their respective Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, CayCo 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 6.55.13, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.13, or any action or proceeding arising therefrom, whether or not such Sponsor Holder Indemnitee is a party thereto. CayCo PubCo or its Subsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.13, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee, and provided thatprovided, that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo PubCo or its Subsidiaries. 6.5.3 CayCo (c) PubCo acknowledges and agrees that CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCo’s Governing DocumentsFrench law and the Organizational Documents of PubCo, each as amended, (ii) any director indemnification agreement, (iii) this Investor Rights Agreement, any other agreement between CayCo PubCo or any of its Subsidiaries and such Sponsor Holder Indemnitee (or its affiliatesAffiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, (viv) the Laws laws of the jurisdiction of incorporation or organization of any Subsidiary of CayCo, PubCo and/or (viv) the Governing Organizational Documents of CayCo’s Subsidiaries any Subsidiary of PubCo ((i) through (viv) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Holder Indemnitee (or its affiliatesAffiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCoPubCo, any of its Subsidiaries or the insurer under and pursuant to any an insurance policy of CayCo PubCo or any of its Subsidiaries) from whom such Sponsor Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo PubCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo 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 Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Holder Indemnitee or the obligations of CayCo 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 Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo 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 C▇▇▇▇ 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 Holder Indemnitee against CayCo PubCo and/or any of its Subsidiaries, as applicable, and (z) such Sponsor 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 party hereto of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.55.13(c), entitled to enforce this Section 6.5.3 5.13(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. CayCo PubCo shall cause each of its Subsidiaries to perform the terms and obligations of this Section 6.5.3 5.13(c) as though each such Subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 6.5.35.13(c), the term (“Jointly Indemnifiable Claims”) ” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Holder Indemnitee shall be entitled to indemnification from both (1) CayCo PubCo and/or any of its Subsidiaries, 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 Holder Indemnitee (or its affiliates), Affiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, the Laws laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Organizational Documents of any Indemnitee-Related Entity, on the other hand. 6.5.4 (d) In no event shall any Sponsor Holder Indemnitee be liable to CayCo PubCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Holder Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 6.55.13, the term Sponsor Holder Indemnitees shall not include any Sponsor Holder 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 or director of CayCo PubCo or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the Governing Organizational Documents and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1)Subsidiaries. 6.5.6 (f) The rights of any Sponsor Holder Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Organizational Documents of CayCo and PubCo or any of its Subsidiaries.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor Holders and its each of their 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before on or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo PubCo or control or ability to influence PubCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach by such Holder Indemnitee of this Agreement Investor Rights Agreement, the BCA (to the extent such Holder Indemnitee is a party thereto), any agreement referenced or contemplated thereby to which such Holder Indemnitee is a party, or any other agreement between such Holder Indemnitee or any of its Affiliates, on the one hand, and PubCo or any of its subsidiaries, on the other hand, in each case by such Sponsor Holder Indemnitee or its affiliates Affiliates or other related Persons orPersons, subject to applicable Law, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Sponsor Holder Indemnitee to (A) its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates or (B) PubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo PubCo or any of its Subsidiariessubsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s gross negligence or willful misconduct), (ii) the business, 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, CayCo 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 6.55.12, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiariessubsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiariessubsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiariessubsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries subsidiaries to, jointly and severally, reimburse any Sponsor 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 Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo PubCo or its Subsidiariessubsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee, and provided thatprovided, that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo PubCo or its Subsidiariessubsidiaries. 6.5.3 CayCo (c) PubCo acknowledges and agrees that CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCo’s Governing Documentsthe 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 CayCo PubCo or any of its Subsidiaries subsidiaries and such Sponsor Holder Indemnitee (or its affiliatesAffiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, (viv) the Laws laws of the jurisdiction of incorporation or organization of any Subsidiary subsidiary of CayCo, PubCo and/or (viv) the Governing Documents certificate of CayCo’s Subsidiaries 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 (viv) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Holder Indemnitee (or its affiliatesAffiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCoPubCo, any of its Subsidiaries subsidiaries or the insurer under and pursuant to any an insurance policy of CayCo PubCo or any of its Subsidiariessubsidiaries) from whom such Sponsor Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo PubCo or any of its Subsidiaries subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo PubCo or any of its Subsidiaries subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Holder Indemnitee or the obligations of CayCo PubCo or any of its Subsidiaries subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries 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▇▇▇▇ PubCo and/or any of its Subsidiaries 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 Holder Indemnitee against CayCo PubCo and/or any of its Subsidiariessubsidiaries, as applicable, and (z) such Sponsor 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 party hereto of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.55.12(c), entitled to enforce this Section 6.5.3 5.12(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. CayCo PubCo shall cause each of its Subsidiaries subsidiaries to perform the terms and obligations of this Section 6.5.3 5.12(c) as though each such Subsidiary subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 6.5.35.12(c), the term (“Jointly Indemnifiable Claims”) ” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Holder Indemnitee shall be entitled to indemnification from both (1) CayCo PubCo and/or any of its Subsidiaries, 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 Holder Indemnitee (or its affiliates), Affiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, the Laws laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents 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. 6.5.4 (d) In no event shall any Sponsor Holder Indemnitee be liable to CayCo PubCo or any of its Subsidiaries subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Holder Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 6.55.12, the term Sponsor Holder Indemnitees shall not include any Sponsor Holder 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 or director of CayCo PubCo or any of its Subsidiaries subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the Governing Documents certificate of incorporation or organization, bylaws or limited partnership agreements and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1)subsidiaries. 6.5.6 (f) The rights of any Sponsor Holder Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents certificate of CayCo and limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of PubCo or any of its Subsidiariessubsidiaries.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor Holders and its each of their 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 “Sponsor "Holder Indemnitees”") free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before on or after the date of this Investor Rights Agreement (collectively, the “"Indemnified Liabilities”"), arising out of any Action 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, (i) any Sponsor’s Holder's or its affiliates’ Affiliates' ownership of equity securities Equity Securities of CayCo PubCo or control or ability to influence PubCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach by such Holder Indemnitee of this Agreement Investor Rights Agreement, the BCA (to the extent such Holder Indemnitee is a party thereto), any agreement referenced or contemplated thereby to which such Holder Indemnitee is a party, or any other agreement between such Holder Indemnitee or any of its Affiliates, on the one hand, and PubCo or any of its subsidiaries, on the other hand, in each case by such Sponsor Holder Indemnitee or its affiliates Affiliates or other related Persons orPersons, subject to applicable Law, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Sponsor Holder Indemnitee to (A) its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates or (B) PubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries subsidiaries derives from such Sponsor’s Holder's or its affiliates’ Affiliates' capacity as an officer or director of CayCo PubCo or any of its Subsidiariessubsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s 's gross negligence or willful misconduct), (ii) the business, 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, CayCo 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 6.55.12, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiariessubsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiariessubsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiariessubsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries subsidiaries to, jointly and severally, reimburse any Sponsor 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 Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo PubCo or its Subsidiariessubsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee, and provided thatprovided, that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo PubCo or its Subsidiariessubsidiaries. 6.5.3 CayCo (c) PubCo acknowledges and agrees that CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCo’s Governing Documentsthe 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 CayCo PubCo or any of its Subsidiaries subsidiaries and such Sponsor Holder Indemnitee (or its affiliatesAffiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, (viv) the Laws laws of the jurisdiction of incorporation or organization of any Subsidiary subsidiary of CayCo, PubCo and/or (viv) the Governing Documents certificate of CayCo’s Subsidiaries 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 (viv) above, collectively, the “"Indemnification Sources”"), irrespective of any right of recovery such Sponsor Holder Indemnitee (or its affiliatesAffiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCoPubCo, any of its Subsidiaries subsidiaries or the insurer under and pursuant to any an insurance policy of CayCo PubCo or any of its Subsidiariessubsidiaries) from whom such Sponsor Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo PubCo or any of its Subsidiaries subsidiaries may also have an indemnification obligation (collectively, the “"Indemnitee-Related Entities”"). Under no circumstance shall CayCo PubCo or any of its Subsidiaries subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Holder Indemnitee or the obligations of CayCo PubCo or any of its Subsidiaries subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries 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▇▇▇▇ PubCo and/or any of its Subsidiaries 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 Holder Indemnitee against CayCo PubCo and/or any of its Subsidiariessubsidiaries, as applicable, and (z) such Sponsor 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 party hereto of the Parties agree that each of the Indemnitee-Related Entities shall be third-third- party beneficiaries with respect to this Section 6.55.12(c), entitled to enforce this Section 6.5.3 5.12(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. CayCo PubCo shall cause each of its Subsidiaries subsidiaries to perform the terms and obligations of this Section 6.5.3 5.12(c) as though each such Subsidiary subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 6.5.35.12(c), the term (“"Jointly Indemnifiable Claims”) " shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Holder Indemnitee shall be entitled to indemnification from both (1) CayCo PubCo and/or any of its Subsidiaries, 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 Holder Indemnitee (or its affiliates), Affiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, the Laws laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents 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. 6.5.4 (d) In no event shall any Sponsor Holder Indemnitee be liable to CayCo PubCo or any of its Subsidiaries subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Holder Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 6.55.12, the term Sponsor Holder Indemnitees shall not include any Sponsor Holder 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 or director of CayCo PubCo or any of its Subsidiaries subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the Governing Documents certificate of incorporation or organization, bylaws or limited partnership agreements and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1)subsidiaries. 6.5.6 (f) The rights of any Sponsor Holder Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents certificate of CayCo and limited partnership, limited partnership agreement, 39 certificate of incorporation or bylaws (or equivalent governing documents) of PubCo or any of its Subsidiaries.subsidiaries. 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Indemnification; Exculpation. 6.5.1 6.1.1 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, CayCo the Company will, and CayCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold (x) the Sponsor and (y) each of its 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 “Sponsor Indemnitees”) free and harmless from and against any and all Actions, 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 Sponsor Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action arising directly or indirectly out of, or in any way relating to, (i) any Sponsor’s control or its affiliates’ ownership management of equity securities the Company on or prior to the date of CayCo this Agreement, the business of the Company on or any prior to the date of its Subsidiaries or control this Agreement, services provided by the Sponsor to the Company prior to the date of or ability to influence CayCo or any of its Subsidiaries 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 (x) to the extent such Indemnified Liabilities arise out of any breach by any Sponsor Indemnitee of this the Merger Agreement, any Transaction Agreement by (as defined in the Merger Agreement) or any written agreement between such Sponsor Indemnitee, on the one hand, and the Company, on the other hand (in each case, to the extent any Sponsor Indemnitee or its affiliates or other related Persons is a party thereto) or, subject to applicable Law, the breach by any Sponsor Indemnitee of any fiduciary or other duty or obligation of such any Sponsor Indemnitee to its direct or indirect equityholders, creditors or affiliates, (y) to the extent such control Liabilities are directly caused by any Sponsor Indemnitee’s gross negligence, bad faith or the ability to control CayCo or any of its Subsidiaries derives from such Sponsor’s or its affiliates’ capacity as an officer or director of CayCo or any of its Subsidiarieswillful misconduct, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or other rights or liabilities arise out 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 Indemnitee’s breach of its Subsidiariesapplicable Law (collectively, “Excluded Liabilities”); 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, CayCo will, and 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 Law. For the purposes of this Section 6.56.1, 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 Sponsor Indemnitee as to any previously advanced indemnity payments made by CayCo or any of its Subsidiariesthe Company, then such payments shall be promptly repaid by such Sponsor Indemnitee to CayCo 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 Subsidiariesaffiliates be responsible for, and no 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 Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Organizational Documents of CayCo the Company or its Subsidiaries. 6.5.2 CayCo will, 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 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 amount actually received by any Sponsor Indemnitee for all reasonable costs and expenses 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 (through 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 shall 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 attorneys’ advice of outside counsel to the Sponsor Indemnitee) between the Company and such Sponsor Indemnitee, to the extent that it shall wish, to assume the defense thereof (by providing notice of such election within thirty (30) days of receipt of notice of such Action from such Sponsor Indemnitee), with counsel reasonably satisfactory to the Sponsor Indemnitee and shall pay the reasonable 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 in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which upon receipt from the Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5a written request for payment thereof accompanied by a written statement with reasonable, or any action or proceeding arising therefrom, whether or not non-privileged supporting detail of such Sponsor Indemnitee is a party theretofees and expenses. CayCo The Company or its Subsidiaries, in the defense of any Action for which a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.56.1, mayshall not, without the consent of such Sponsor Indemnitee, such consent not to the entry of any judgment be unreasonably conditioned, withheld or delayed, enter into any settlement, if and only if, settlement unless it (ia) includes as a term thereof the giving by the claimant or plaintiff or class therein to such 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 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 Sponsor Indemnitee, and provided thatprovided, that the only penalty imposed in connection with monetary consideration for such settlement is a monetary payment that will be paid in full by CayCo the Company or its Subsidiaries. 6.5.3 CayCo 6.1.4 The Company acknowledges and agrees that CayCo shall, and to the extent applicable Company shall cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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 of, (i) CayCo’s Governing Documents, each as amendedthe Laws of the jurisdiction of incorporation of the Company, (ii) any director indemnification agreement, (iii) this Agreement, any other agreement between CayCo the Company or any of its Subsidiaries and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, (viv) the Laws of the jurisdiction of incorporation or organization of any Subsidiary of CayCo, the Company and/or (viv) the Governing Organizational Documents of CayCothe Company’s Subsidiaries ((i) through (viv) 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 CayCothe Company, any of its Subsidiaries or the insurer under and pursuant to any insurance policy of CayCo 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, CayCo the Company or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance circumstance, except in connection or as related to Excluded Claims, shall CayCo 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 CayCo 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 ClaimClaim as a result of the Company’s failure to comply with its obligations under this Article VI, (x) CayCo shall, and to the extent applicable Company 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; 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, (yi) to the extent not previously and fully reimbursed by C▇▇▇▇ and/or any of its Subsidiaries Company is required pursuant to clause 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, (x)ii) the Company has not made such payment to such Sponsor Indemnitee, and (iii) the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of has made such payment to all or on behalf 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 6.5, entitled to enforce this Section 6.5.3 as though each 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 6.5.36.1.4, 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) CayCo the Company and/or any of its Subsidiaries, 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 Organizational Documents of any Indemnitee-Related Entity, on the other hand. 6.5.4 6.1.5 In no event shall any Sponsor Indemnitee be liable to CayCo the Company or any of its 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 Sponsor Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 6.1.6 Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 6.56.1, the term Sponsor Indemnitees shall not include any Sponsor 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 who, in each case, is an officer or director of CayCo the Company or any of its Subsidiaries subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Organizational Documents and other agreements and instruments of CayCo the Company and its Subsidiaries (including as contemplated in Section 6.1)Subsidiaries. 6.5.6 6.1.7 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Organizational Documents of CayCo 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 to the amount of any Indemnified Liabilities that remains after deducting therefrom any insurance proceeds and any indemnity, contribution 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, net of any out-of-pocket costs and expenses of recovery and the amount of any deductibles or 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 the underlying claim or demand asserted pursuant to this Articl

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries subsidiaries to, jointly and severally indemnify, exonerate indemnify and hold the Sponsor Holders and its each of their respective direct and indirect partners, equityholders, members, managers, affiliatesAffiliates, directors, officers, shareholders, stockholders, 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), to the extent arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo PubCo or control or ability to influence PubCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries subsidiaries (other than any such Indemnified Liabilities (w) to the extent such Indemnified Liabilities are liabilities of any Holder Indemnitee or its Affiliates pursuant to any indemnification obligation of such Holder Indemnitee or its Affiliates to PubCo or its Affiliates (other than such Holder Indemnitee or its Affiliates), under the BCA and the Ancillary Agreements, (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Sponsor Holder Indemnitee or its affiliates Affiliates of this Agreement, the BCA (to the extent such Holder Indemnitee or such Affiliate is a party thereto), any agreement referenced or contemplated thereby to which such Holder Indemnitee or any of its Affiliates is a party, or any other agreement between such Holder Indemnitee or any of its Affiliates, on the one hand, and PubCo or any of its subsidiaries, on the other hand, in each case by such Holder Indemnitee or its Affiliates or other related Persons orPersons, subject to applicable Law, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Sponsor Holder Indemnitee or its Affiliates to (A) its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates or (B) PubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo 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 the foregoing, (ii) the business, 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 reasonreason (other than by virtue of any exclusions herein), CayCo 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 6.55.12, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiariessubsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiariessubsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiariessubsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries subsidiaries to, jointly and severally, reimburse any Sponsor 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 Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo PubCo or its Subsidiariessubsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, it if the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by PubCo or its designated subsidiary and such settlement (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee. No Holder Indemnitee shall settle, and provided that, the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo compromise or its Subsidiaries. 6.5.3 CayCo acknowledges and agrees that CayCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment consent to any Sponsor Indemnitee in respect of Indemnified Liabilities judgement in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) Action for which such Holder Indemnitee seeks indemnification under the terms of this Section 5.12, in each case without the written consent of PubCo. (ic) CayCo’s Governing DocumentsNotwithstanding the foregoing provisions of this Section 5.12, each as amendedHolder agrees that, (ii) any director indemnification agreementunder the Blue Owl Operating Group Partnership Agreements, (iii) this Agreement, any other agreement between CayCo or any each Blue Owl Operating Group Entity is an indemnitor 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 first resort 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 ClaimIndemnified Liabilities for the Persons indemnified thereunder. Accordingly, (x) CayCo shalleach Holder acknowledges and agrees that, and to the extent applicable shall cause its Subsidiaries to, reimburse the Indemnitee-Related Entity making if 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 6.5, entitled to enforce this Section 6.5.3 as though each 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 is entitled to indemnification from both (1) CayCo and/or any under the Blue Owl Operating Group Partnership Agreements, such indemnification obligations of its Subsidiaries, pursuant the Blue Owl Operating Group Entities are senior and prior 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 obligations 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 handPubCo hereunder. 6.5.4 (d) In no event shall any Sponsor Holder Indemnitee be liable to CayCo 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 Sponsor Holder Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 (e) Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.55.12, the term Sponsor Holder Indemnitees shall not include any Sponsor Holder 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, director or director employee of CayCo PubCo or any of its Subsidiaries subsidiaries in such capacity as officer officer, director or directoremployee. Such officers officers, directors and directors employees are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents certificate of incorporation or organization, bylaws or limited partnership agreements and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1)subsidiaries. 6.5.6 (f) The rights of any Sponsor Holder Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents certificate of CayCo and limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of PubCo or any of its Subsidiariessubsidiaries.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor Holders and its each of their 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo PubCo or control or ability to influence PubCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Investor Rights Agreement by such Sponsor Holder Indemnitee or its affiliates Affiliates or other related Persons or, subject to applicable Law, or the breach of any fiduciary or other duty or obligation of such Sponsor Holder Indemnitee to its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo PubCo or any of its Subsidiaries, subsidiaries or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or other rights or liabilities of CayCo PubCo or any of its Subsidiaries, subsidiaries or (iii) any services provided prior to, on or after the date of this Investor Rights Agreement by any Sponsor Holder or its affiliates Affiliates to CayCo PubCo, PIH or any of its Subsidiariestheir respective subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, CayCo 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 6.55.13, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiariessubsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiariessubsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiariessubsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries subsidiaries to, jointly and severally, reimburse any Sponsor Holder Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.13, or any action or proceeding arising therefrom, whether or not such Sponsor Holder Indemnitee is a party thereto. CayCo PubCo or its Subsidiariessubsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.13, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee, and provided thatprovided, that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo PubCo or its Subsidiariessubsidiaries. 6.5.3 CayCo (c) PubCo acknowledges and agrees that CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCo’s Governing 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 CayCo PubCo or any of its Subsidiaries subsidiaries and such Sponsor Holder Indemnitee (or its affiliatesAffiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, (v) the Laws laws of the jurisdiction of incorporation or organization of any Subsidiary subsidiary of CayCo, PubCo and/or (vi) the Governing Documents certificate of CayCo’s Subsidiaries 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) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Holder Indemnitee (or its affiliatesAffiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCoPubCo, any of its Subsidiaries subsidiaries or the insurer under and pursuant to any an insurance policy of CayCo PubCo or any of its Subsidiariessubsidiaries) from whom such Sponsor Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo PubCo or any of its Subsidiaries subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo PubCo or any of its Subsidiaries subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Holder Indemnitee or the obligations of CayCo PubCo or any of its Subsidiaries subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries 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▇▇▇▇ PubCo and/or any of its Subsidiaries 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 Holder Indemnitee against CayCo PubCo and/or any of its Subsidiariessubsidiaries, as applicable, and (z) such Sponsor 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 party hereto of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.55.13(c), entitled to enforce this Section 6.5.3 5.13(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. CayCo PubCo shall cause each of its Subsidiaries subsidiaries to perform the terms and obligations of this Section 6.5.3 5.13(c) as though each such Subsidiary subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 6.5.35.13(c), the term (“Jointly Indemnifiable Claims”) ” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Holder Indemnitee shall be entitled to indemnification from both (1) CayCo PubCo and/or any of its Subsidiaries, 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 Holder Indemnitee (or its affiliates), Affiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, the Laws laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents 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. 6.5.4 (d) In no event shall any Sponsor Holder Indemnitee be liable to CayCo PubCo or any of its Subsidiaries subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Holder Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 6.55.13, the term Sponsor Holder Indemnitees shall not include any Sponsor Holder 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 or director of CayCo PubCo or any of its Subsidiaries subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the Governing Documents certificate of incorporation or organization, bylaws or limited partnership agreements and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1)subsidiaries. 6.5.6 (f) The rights of any Sponsor Holder Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents certificate of CayCo and limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of PubCo or any of its Subsidiariessubsidiaries.

Indemnification; Exculpation. 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 (a) PubCo will, and CayCo PubCo will cause each of its Subsidiaries subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor Holders and its each of their 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 “Sponsor Holder Indemnitees”) free and harmless from and against any and all Actionsactions, 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 Sponsor Holder Indemnitees or any of them before on or after the date of this Investor Rights Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action 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, (i) any SponsorHolder’s or its affiliatesAffiliates’ ownership of equity securities Equity Securities of CayCo PubCo or control or ability to influence PubCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach by such Holder Indemnitee of this Agreement Investor Rights Agreement, the BCA (to the extent such Holder Indemnitee is a party thereto), any agreement referenced or contemplated thereby to which such Holder Indemnitee is a party, or any other agreement between such Holder Indemnitee or any of its Affiliates, on the one hand, and PubCo or any of its subsidiaries, on the other hand, in each case by such Sponsor Holder Indemnitee or its affiliates Affiliates or other related Persons orPersons, subject to applicable Law, or the breach of any fiduciary or other duty or obligation (whether arising by Law or contract) of such Sponsor Holder Indemnitee to (A) its direct or indirect equityholdersequity holders, creditors or affiliatesAffiliates or (B) PubCo, any of its subsidiaries or their respective equity holders, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries subsidiaries derives from such SponsorHolder’s or its affiliatesAffiliates’ capacity as an officer or director of CayCo PubCo or any of its Subsidiariessubsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s gross negligence or willful misconduct), (ii) the business, 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, CayCo 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 6.55.12, 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 Sponsor Holder Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiariessubsidiaries, then such payments shall be promptly repaid by such Sponsor Holder Indemnitee to CayCo PubCo and its Subsidiariessubsidiaries. The rights of any Sponsor Holder Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents organizational or governing documents of CayCo PubCo or its Subsidiariessubsidiaries. 6.5.2 CayCo (b) PubCo will, and will cause each of its Subsidiaries subsidiaries to, jointly and severally, reimburse any Sponsor 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 Holder Indemnitee in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo PubCo or its Subsidiariessubsidiaries, in the defense of any Action for which a Sponsor Holder Indemnitee would be entitled to indemnification under the terms of this Section 6.55.12, may, without the consent of such Sponsor Holder Indemnitee, consent to the entry of any judgment or enter into any settlement, settlement if and only if, if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Sponsor 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 Sponsor 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 Sponsor Holder Indemnitee, and provided thatprovided, that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by CayCo PubCo or its Subsidiariessubsidiaries. 6.5.3 CayCo (c) PubCo acknowledges and agrees that CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCo’s Governing Documents, each the DGCL (as amendedapplicable 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 CayCo PubCo or any of its Subsidiaries subsidiaries and such Sponsor Holder Indemnitee (or its affiliatesAffiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, (viv) the Laws laws of the jurisdiction of incorporation or organization of any Subsidiary subsidiary of CayCo, PubCo and/or (viv) the Governing Documents certificate of CayCo’s Subsidiaries 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 (viv) above, collectively, the “Indemnification Sources”), irrespective of any right of recovery such Sponsor Holder Indemnitee (or its affiliatesAffiliates) may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than CayCoPubCo, any of its Subsidiaries subsidiaries or the insurer under and pursuant to any an insurance policy of CayCo PubCo or any of its Subsidiariessubsidiaries) from whom such Sponsor Holder Indemnitee may be entitled to indemnification with respect to which, in whole or in part, CayCo PubCo or any of its Subsidiaries subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo PubCo or any of its Subsidiaries subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery any Sponsor Holder Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of such Sponsor Holder Indemnitee or the obligations of CayCo PubCo or any of its Subsidiaries subsidiaries under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities shall make any payment to any Sponsor Holder Indemnitee in respect of indemnification with respect to any Jointly Indemnifiable Claim, (x) CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries 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▇▇▇▇ PubCo and/or any of its Subsidiaries 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 Holder Indemnitee against CayCo PubCo and/or any of its Subsidiariessubsidiaries, as applicable, and (z) such Sponsor 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 party hereto of the Parties agree that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.55.12(c), entitled to enforce this Section 6.5.3 5.12(c) as though each such Indemnitee-Related Entity were a party to this Investor Rights Agreement. CayCo PubCo shall cause each of its Subsidiaries subsidiaries to perform the terms and obligations of this Section 6.5.3 5.12(c) as though each such Subsidiary subsidiary were a party to this Investor Rights Agreement. For purposes of this Section 6.5.35.12(c), the term (“Jointly Indemnifiable Claims”) ” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which any Sponsor Holder Indemnitee shall be entitled to indemnification from both (1) CayCo PubCo and/or any of its Subsidiaries, 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 Holder Indemnitee (or its affiliates), Affiliates) pursuant to which such Sponsor Holder Indemnitee is indemnified, the Laws laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the Governing Documents 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. 6.5.4 (d) In no event shall any Sponsor Holder Indemnitee be liable to CayCo PubCo or any of its Subsidiaries subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Holder Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 (e) Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 6.55.12, the term Sponsor Holder Indemnitees shall not include any Sponsor Holder 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 foregoing, who is an officer or director of CayCo PubCo or any of its Subsidiaries subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Investor Rights Agreement and/or the Governing Documents certificate of incorporation or organization, bylaws or limited partnership agreements and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1)subsidiaries. 6.5.6 (f) The rights of any Sponsor Holder Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Holder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law law or regulation or under the Governing Documents certificate of CayCo and limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or equivalent governing documents) of PubCo or any of its Subsidiariessubsidiaries.

Indemnification; Exculpation. 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 PubCo will, and CayCo PubCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor and its 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 “Sponsor Indemnitees”) free and harmless from and against any and all Actions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Sponsor Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action arising directly or indirectly out of, or in any way relating to, (i) any Sponsor’s or its affiliates’ ownership of equity securities of CayCo PubCo or any of its Subsidiaries or control of or ability to influence CayCo PubCo or any of its Subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Sponsor Indemnitee or its affiliates or other related Persons or, subject to applicable Law, the breach of any fiduciary or other duty or obligation of such Sponsor Indemnitee to its direct or indirect equityholders, creditors or affiliates, (y) to the extent such control or the ability to control CayCo PubCo or any of its Subsidiaries derives from such Sponsor’s or its affiliates’ capacity as an officer or director of CayCo PubCo or any of its Subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, operations, properties, assets or other rights or liabilities of CayCo 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 CayCo 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, CayCo 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 6.5, 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 Sponsor Indemnitee as to any previously advanced indemnity payments made by CayCo PubCo or any of its Subsidiaries, then such payments shall be promptly repaid by such Sponsor Indemnitee to CayCo PubCo and its Subsidiaries. The rights of any Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo PubCo or its Subsidiaries. 6.5.2 CayCo PubCo will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo PubCo or its Subsidiaries, in the defense of any Action for which a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5, may, without the consent of such Sponsor Indemnitee, consent to the entry of any judgment or enter into any settlement, if and only if, it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such 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 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 Sponsor 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 PubCo or its Subsidiaries. 6.5.3 CayCo PubCo acknowledges and agrees that CayCo PubCo shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) CayCoPubCo’s Governing Documents, each as amended, (ii) any director indemnification agreement, (iii) this Agreement, any other agreement between CayCo PubCo or any of its Subsidiaries and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, (viv) the Laws of the jurisdiction of incorporation or organization of any Subsidiary of CayCoPubCo, and/or (viv) the Governing Documents of CayCoPubCo’s Subsidiaries ((i) through (viv) 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 CayCoPubCo, any of its Subsidiaries or the insurer under and pursuant to any insurance policy of CayCo 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, CayCo PubCo or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo 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 CayCo 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) CayCo 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 C▇▇▇▇ 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 CayCo 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 6.5, entitled to enforce this Section 6.5.3 as though each such Indemnitee-Related Entity were a party to this Agreement. CayCo 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) CayCo 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 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. 6.5.4 In no event shall any Sponsor Indemnitee be liable to CayCo PubCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable determination of a court of competent jurisdiction. 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.5, the term Sponsor Indemnitees shall not include any Sponsor 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 or director of CayCo PubCo or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo PubCo and its Subsidiaries (including as contemplated in Section 6.1). 6.5.6 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo PubCo and its Subsidiaries.

Indemnification; Exculpation. 6.5.1 6.1.1 As an inducement for the Sponsor to enter into this Agreement and approve the transactions contemplated by the Business Combination Merger Agreement, subject in each case to restrictions under applicable LawLaw and to compliance by the Sponsor in all material respects with Section 6.1.9, CayCo the Company will, and CayCo will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor and each of its respective direct and indirect partners, equityholders, members, managers, affiliates, directors, officers, shareholdersstockholders, 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 “Sponsor Indemnitees”) free and harmless from and against any and all Actions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Sponsor Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action arising directly or indirectly out of, or in any way relating to, (i) any Sponsor’s control or its affiliates’ ownership management of equity securities the Company on or prior to the date of CayCo this Agreement, the business of the Company ono or any prior to the date of its Subsidiaries or control this Agreement, services provided by the Sponsor to the Company prior to the date of or ability to influence CayCo or any of its Subsidiaries 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 (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement by such Sponsor Indemnitee of the Merger Agreement, any Transaction Agreement or its affiliates or any written agreement between such Sponsor Indemnitee, on the one hand, and the Company, on the other related Persons hand (in each case, to the extent such Sponsor Indemnitee is a party thereto) or, subject to applicable Law, the breach by such Sponsor Indemnitee of any fiduciary or other duty or obligation of such Sponsor Indemnitee to its direct or indirect equityholders, creditors or affiliates, or (y) to the extent such control or the ability to control CayCo or any of its Subsidiaries derives from such Sponsor’s or its affiliates’ capacity as an officer or director of CayCo or any of its Subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s gross negligence, bad faith or willful misconduct), (ii) the business, 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, CayCo will, and 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 Law. For the purposes of this Section 6.56.1, 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 Sponsor Indemnitee as to any previously advanced indemnity payments made by CayCo or any of its Subsidiariesthe Company, then such payments shall be promptly repaid by such Sponsor Indemnitee to CayCo and its Subsidiariesthe Company. The rights of any Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Organizational Documents of CayCo the Company or its Subsidiaries. 6.5.2 CayCo will, 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 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 amount actually received by any Sponsor Indemnitee for all reasonable costs and expenses 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 (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Company shall 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 attorneys’ conclusion that an actual or potential differing of interests exists between the Company and 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 such election within thirty (30) days of receipt of notice of such Action from such Sponsor Indemnitee), with counsel reasonably satisfactory to the Sponsor Indemnitee and shall pay the reasonable 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 in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which upon receipt from the Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5a written request for payment thereof accompanied by a written statement with reasonable, or any action or proceeding arising therefrom, whether or not non-privileged supporting detail of such Sponsor Indemnitee is a party theretofees and expenses. CayCo The Company or its Subsidiaries, in the defense of any Action for which a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.56.1, mayshall not, without the consent of such Sponsor Indemnitee, such consent not to the entry of any judgment be unreasonably conditioned, withheld or delayed, enter into any settlement, if and only if, settlement unless it (ia) includes as a term thereof the giving by the claimant or plaintiff or class therein to such 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 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 Sponsor Indemnitee, and provided thatprovided, that the only penalty imposed in connection with consideration for such settlement is a monetary payment that will be paid in full by CayCo the Company or its Subsidiaries. 6.5.3 CayCo 6.1.4 The Company acknowledges and agrees that CayCo shall, and to the extent applicable Company shall cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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 of, (i) CayCo’s Governing Documentsthe 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 CayCo the Company or any of its Subsidiaries and such Sponsor Indemnitee (or its affiliates) pursuant to which such Sponsor Indemnitee is indemnified, (viv) the Laws of the jurisdiction of incorporation or organization of any Subsidiary of CayCo, the Company and/or (viv) the Governing Organizational Documents of CayCothe Company’s Subsidiaries ((i) through (viv) 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 CayCothe Company, any of its Subsidiaries or the insurer under and pursuant to any insurance policy of CayCo 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, CayCo the Company or any of its Subsidiaries may also have an indemnification obligation (collectively, the “Indemnitee-Related Entities”). Under no circumstance shall CayCo 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 CayCo 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) CayCo shall, and to the extent applicable Company 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 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 CayCo and/or any of its Subsidiaries, as applicablethe 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 agree agrees that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 6.56.1, entitled to enforce this Section 6.5.3 6.1.4 as though each 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 6.5.36.1.4, 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) CayCo the Company and/or any of its Subsidiaries, 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 Organizational Documents of any Indemnitee-Related Entity, on the other hand. 6.5.4 6.1.5 In no event shall any Sponsor Indemnitee be liable to CayCo the Company or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable nonappealable determination of a court of competent jurisdiction. 6.5.5 6.1.6 Notwithstanding anything to the contrary contained in this Investor Rights Agreement, for purposes of this Section 6.56.1, the term Sponsor Indemnitees shall not include any Sponsor 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 who, in each case, is an officer or director of CayCo the Company or any of its Subsidiaries subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Organizational Documents and other agreements and instruments of CayCo the Company and its Subsidiaries (including as contemplated in Section 6.1)Subsidiaries. 6.5.6 6.1.7 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 6.5 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Organizational Documents of CayCo 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 to the amount of any Indemnified Liabilities that remains after deducting therefrom any insurance proceeds and any indemnity, contribution 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, net of any out-of-pocket costs and expenses of recovery, the amount of any deductibles or 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 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

Indemnification; Exculpation. 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 CayCo The Company will cause each of its Subsidiaries to, jointly and severally indemnify, exonerate and hold the Sponsor and each of its 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 “Sponsor Indemnitees”) free and harmless from and against any and all Actions, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Sponsor Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any Action arising directly or indirectly out of, or in any way relating to, (i) a Business Combination and any Sponsor’s agreements, transactions or its affiliates’ ownership of equity securities of CayCo or any of its Subsidiaries or control of or ability to influence CayCo or any of its Subsidiaries filings related thereto (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any are directly caused by the breach of this Agreement by such Sponsor Indemnitee or its affiliates or other related Persons or, subject to applicable Law, the breach of any fiduciary or other duty or obligation of such Sponsor Indemnitee to its direct or indirect equityholders, creditors or affiliates, or (y) to the extent such control or the ability to control CayCo or any of its Subsidiaries derives from such Sponsor’s or its affiliates’ capacity as an officer or director of CayCo or any of its Subsidiaries, or (z) to the extent such Indemnified Liabilities are directly caused by such Person’s willful misconduct), (ii) the business, 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, CayCo will, and the Company (including any parent or other 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 Law. For the purposes of this Section 6.56.1, 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 Sponsor Indemnitee as to any previously advanced indemnity payments made by CayCo or any of its Subsidiariesthe Company, then such payments shall be promptly repaid by such Sponsor Indemnitee to CayCo and its Subsidiariesthe Company. The rights of any Sponsor Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo the Company or its Subsidiaries. 6.5.2 CayCo will, and will cause each of its Subsidiaries to, jointly and severally, reimburse any Sponsor Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5, or any action or proceeding arising therefrom, whether or not such Sponsor Indemnitee is a party thereto. CayCo or its Subsidiaries, in the defense of any Action for which a Sponsor Indemnitee would be entitled to indemnification under the terms of this Section 6.5, may, without the consent of such Sponsor Indemnitee, consent to the entry of any judgment or enter into any settlement, if and only if, it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such 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 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 Sponsor 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 cause its Subsidiaries to, be fully and primarily responsible for the payment to any Sponsor 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) 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 agrees that each of the Indemnitee-Related Entities Sponsor Indemnitees shall be third-party beneficiaries with respect to this Section 6.56.1, entitled to enforce this Section 6.5.3 6.1 as though each such Indemnitee-Related Entity were Sponsor Indemnitee was 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 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. 6.5.4 In no event shall any Sponsor Indemnitee be liable to CayCo or any of its Subsidiaries for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or fraud of such Sponsor Indemnitee as determined by a final, non-appealable determination of a court of competent jurisdiction. 6.5.5 Notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section 6.5, the term Sponsor Indemnitees shall not include any Sponsor 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 or director of CayCo or any of its Subsidiaries in such capacity as officer or director. Such officers and directors are or will be subject to separate indemnification in such capacity through this Agreement and/or the Governing Documents and other agreements and instruments of CayCo and its Subsidiaries (including as contemplated in Section 6.1). 6.5.6 The rights of any Sponsor Indemnitee to indemnification pursuant to this Section 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 Sponsor Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or under the Governing Documents of CayCo and its Subsidiaries.