Common use of Other Business Opportunities Clause in Contracts

Other Business Opportunities. (a) No Holders nor any of their respective Affiliates, other than the ESOP Trust or any officer or employee of the Company or any of its Subsidiaries (collectively, the “Identified Persons” and, individually, an “Identified Person”), shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (i) engaging in the same or similar business activities or lines of business in which the Company or any Subsidiary is engaged or proposes to engage or (ii) otherwise competing with the Company or any Subsidiary, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Company or its equity holders or to any Subsidiary of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any potential matter, transaction or interest that is presented to, or acquired, developed or created by an Identified Person which may be a corporate opportunity for an Identified Person and the Company or any Subsidiary (a “Relevant Corporate Opportunity”), except as provided in Section 3.4(b). Subject to Section 3.4(b), in the event that any Identified Person acquires knowledge of a Relevant Corporate Opportunity, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such Relevant Corporate Opportunity to the Company or any Subsidiary and, to the fullest extent permitted by law, shall not be liable to the Company or its equity holders or to any Subsidiary of the Company for breach of any fiduciary duty as a stockholder, director of the Company solely by reason of the fact that such Identified Person pursues or acquires such Relevant Corporate Opportunity for itself or offers or directs such Relevant Corporate Opportunity to another Person. To the fullest extent permitted by law, the Company hereby waives any claim against any Identified Person, and agrees to indemnify all Identified Persons against any claim, that is based on fiduciary duties, the corporate opportunity doctrine or any other legal theory which could in any way limit any Identified Person from pursuing or engaging in any Relevant Corporate Opportunity. (b) The Company does not renounce its interest in any Relevant Corporate Opportunity presented to any Holder if such Relevant Corporate Opportunity is expressly presented to such person solely in his or her capacity as a member of the Board of the Company, and the provisions of Section 3.4(a) shall not apply to any such Relevant Corporate Opportunity.

Other Business Opportunities. (a) No Holders nor any of their respective Affiliates, other than the ESOP Trust or any officer or employee of the Company or any of its Subsidiaries (collectively, the “Identified Persons” and, individually, an “Identified Person”), shall, 17.1 The parties expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) Subscriber (including (A) its affiliates, (B) any portfolio company in which Subscriber or any of its affiliates have made a debt or equity investment (and vice versa) or (C) any of Subscriber’s or its affiliates’ limited partners, non-managing members or other similar direct or indirect investors) and the Subscriber Designees (collectively, the “Covered Persons”) has the right to, and shall have no duty to refrain from (fiduciary, contractual or otherwise) not to, directly or indirectly (i) engaging engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business in which as the Company Issuer or any Subsidiary is engaged of its subsidiaries or proposes deemed to engage be competing with the Issuer or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other person, with no obligation to offer to the Issuer or any of its subsidiaries the right to participate therein; (ii) otherwise competing each of the Covered Persons may invest in, or provide services to, any person that directly or indirectly competes with the Company Issuer or any Subsidiaryof its subsidiaries; and (iii) in the event that any of the Covered Persons acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for the Issuer or any of its subsidiaries, such person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to the Issuer or any of its subsidiaries and, notwithstanding any provision of this Subscription Agreement to the contrary, shall not be liable to the Issuer or any of its subsidiaries for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person or does not present such opportunity to the Issuer or any of its subsidiaries. For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable law, no Identified Person any right of the Issuer or any of its subsidiaries with respect to the matters set forth herein, and this paragraph shall be liable construed to the Company or its equity holders or effect such disclaimer and renunciation to any Subsidiary of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any potential matter, transaction or interest that is presented to, or acquired, developed or created by an Identified Person which may be a corporate opportunity for an Identified Person and the Company or any Subsidiary (a “Relevant Corporate Opportunity”), except as provided in Section 3.4(b). Subject to Section 3.4(b), in the event that any Identified Person acquires knowledge of a Relevant Corporate Opportunity, such Identified Person shall. 17.2 The Issuer hereby, to the fullest extent permitted by applicable law, : 17.2.1 confirms that none of Subscriber or any of its affiliates have no any duty to communicate or offer such Relevant Corporate Opportunity to the Company Issuer or any Subsidiary andof its subsidiaries other than the specific covenants and agreements set forth in this Subscription Agreement; 17.2.2 acknowledges and agrees that (A) in the event of any conflict of interest between the Issuer or any of its subsidiaries, to on the fullest extent permitted by lawone hand, shall not be liable to and any of Subscriber or any of its affiliates, on the Company other hand, Subscriber or its equity holders or to any Subsidiary applicable affiliates may act in its best interest and (B) none of the Company for breach of any fiduciary duty as a stockholder, director of the Company solely by reason of the fact that such Identified Person pursues or acquires such Relevant Corporate Opportunity for itself or offers or directs such Relevant Corporate Opportunity to another Person. To the fullest extent permitted by law, the Company hereby waives any claim against any Identified Person, and agrees to indemnify all Identified Persons against any claim, that is based on fiduciary duties, the corporate opportunity doctrine Subscriber or any other legal theory which could in of its affiliates or any way limit any Identified Person from pursuing or engaging in any Relevant Corporate Opportunity. (b) The Company does not renounce its interest in any Relevant Corporate Opportunity presented to any Holder if such Relevant Corporate Opportunity is expressly presented to such person solely Subscriber Designee acting in his or her capacity as a member director of the Board Issuer shall be obligated (1) to reveal to the Issuer or any of its subsidiaries confidential information belonging to or relating to the business of Subscriber or any of its affiliates or (2) to take any action in its capacity as a direct or indirect stockholder of the CompanyIssuer, as the case may be, that prefers the interest of the Issuer or its subsidiaries over the interest of such person in such capacity; and 17.2.3 waives any claim or cause of action against Subscriber and any of its affiliates, and any officer, employee, agent or affiliate of any such person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 17.2.1 or Section 17.2.2. 17.3 Each of the provisions of parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 3.4(a) 17 shall not apply to any such Relevant Corporate Opportunityalleged claim or cause of action against Subscriber based upon the breach or nonperformance by Subscriber of this Subscription Agreement or any other agreement to which Subscriber is a party.

Other Business Opportunities. (a) No Holders nor The Parties expressly acknowledge and agree that, subject to any fiduciary duty that Sponsor Directors or Seller Directors have under applicable law, except as limited by applicable Law: (i) each of Sponsor and Seller (including (A) their respective Affiliates, (B) any company in which they have made a debt or equity investment (and vice versa) or (C) any of their respective Affiliateslimited partners, non-managing members or other than the ESOP Trust similar direct or any officer or employee of the Company or any of its Subsidiaries (collectively, the “Identified Persons” and, individually, an “Identified Person”indirect investors), shalland the Sponsor Directors and the Seller Directors, to (1) has the fullest extent permitted by lawright to, and shall have any no duty to refrain from not to, directly or indirectly (i) engaging engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as PubCo or any of its Subsidiaries or deemed to be competing with PubCo or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person with no obligation to offer to PubCo or any of its Subsidiaries or any other Holder the right to participate therein; (2) may invest in, or provide services to, any Person that directly or indirectly competes with PubCo or any of its Subsidiaries; and (3) in the event that Sponsor or Seller (including (A) their respective Affiliates, (B) any company in which the Company they have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors), a Sponsor Director or a Seller Director, respectively, acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo or any Subsidiary is engaged of its Subsidiaries, such Person shall have no duty to communicate or proposes present such corporate opportunity to engage or (ii) otherwise competing with the Company PubCo or any Subsidiaryof its Subsidiaries or any other Holder, andas the case may be.. For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by lawapplicable Law, no Identified Person any right of PubCo or any of its Subsidiaries with respect to the matters set forth herein, and this paragraph shall be liable construed to the Company or its equity holders or effect such disclaimer and renunciation to any Subsidiary of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law. (b) Each of the Parties hereby, so long as there is no breach of this Investor Rights Agreement in connection with the Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any potential matter, transaction or interest that is presented to, or acquired, developed or created by an Identified Person which may be a corporate opportunity for an Identified Person and the Company or any Subsidiary (a “Relevant Corporate Opportunity”), except as provided in Section 3.4(b). Subject to Section 3.4(b), in the event that any Identified Person acquires knowledge of a Relevant Corporate Opportunity, such Identified Person shallbelow, to the fullest extent permitted by law, applicable Law: (i) confirms that none of Sponsor or Seller (nor any of their respective Affiliates) have no any duty to communicate or offer such Relevant Corporate Opportunity to the Company PubCo or any Subsidiary and, to the fullest extent permitted by law, shall not be liable to the Company or of its equity holders Subsidiaries or to any Subsidiary of other Holder other than the Company for breach of any fiduciary duty as a stockholder, director of the Company solely by reason of the fact that such Identified Person pursues or acquires such Relevant Corporate Opportunity for itself or offers or directs such Relevant Corporate Opportunity to another Person. To the fullest extent permitted by law, the Company hereby waives any claim against any Identified Person, specific covenants and agrees to indemnify all Identified Persons against any claim, that is based on fiduciary duties, the corporate opportunity doctrine agreements set forth in this Investor Rights Agreement or any other legal theory which could in any way limit any Identified Person from pursuing or engaging in any Relevant Corporate Opportunity.agreement entered into by such Party; (bii) The Company does not renounce acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its interest Subsidiaries, on the one hand, and Sponsor or Seller or any of their respective Affiliates (or any Sponsor Director or Seller Director acting in his or her capacity as such), on the other hand, Sponsor or Seller or applicable Affiliates (or any Relevant Corporate Opportunity presented to any Holder if such Relevant Corporate Opportunity is expressly presented to such person solely Sponsor Director or Seller Director acting in his or her capacity as a member director) may act in its best interest and (B) none of Sponsor or Seller or any of their respective Affiliates or any Sponsor Director or Seller Director acting in his or her capacity as a director, shall be obligated (1) to reveal to PubCo or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a direct or indirect shareholder or director, as the case may be, that prefers the interest of PubCo or its Subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against Sponsor and Seller and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 5.12(b)(i) or Section 5.12(b)(ii). (c) Each of the Board of Parties agrees that the Companywaivers, limitations, acknowledgments and the provisions of agreements set forth in this Section 3.4(a) 5.12 shall not apply to any alleged claim or cause of action against Sponsor based upon the breach or nonperformance by Sponsor of this Investor Rights Agreement or any other agreement to which Sponsor is a party. (d) The provisions of this Section 5.12, to the extent that they restrict the duties and liabilities of Sponsor or Seller or any of their respective Affiliates or any Sponsor Director or Seller Director otherwise existing at law or in equity, are agreed by the Parties to replace such Relevant Corporate Opportunityother duties and liabilities of Sponsor or Seller or any of their respective Affiliates or any such Sponsor Director or Seller Director to the fullest extent permitted by applicable Law.

Other Business Opportunities. (a) No Holders nor any of their respective Affiliates, other than the ESOP Trust Trustee or any officer or employee of the Company or any of its Subsidiaries (collectively, the “Identified Persons” and, individually, an “Identified Person”), shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (i) engaging in the same or similar business activities or lines of business in which the Company or any Subsidiary is engaged or proposes to engage or (ii) otherwise competing with the Company or any Subsidiary, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Company or its equity holders or to any Subsidiary of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any potential matter, transaction or interest that is presented to, or acquired, developed or created by an Identified Person which may be a corporate opportunity for an Identified Person and the Company or any Subsidiary (a “Relevant Corporate Opportunity”), except as provided in Section 3.4(b). Subject to Section 3.4(b), in the event that any Identified Person acquires knowledge of a Relevant Corporate Opportunity, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such Relevant Corporate Opportunity to the Company or any Subsidiary and, to the fullest extent permitted by law, shall not be liable to the Company or its equity holders or to any Subsidiary of the Company for breach of any fiduciary duty as a stockholder, director of the Company solely by reason of the fact that such Identified Person pursues or acquires such Relevant Corporate Opportunity for itself or offers or directs such Relevant Corporate Opportunity to another Person. To the fullest extent permitted by law, the Company hereby waives any claim against any Identified Person, and agrees to indemnify all Identified Persons against any claim, that is based on fiduciary duties, the corporate opportunity doctrine or any other legal theory which could in any way limit any Identified Person from pursuing or engaging in any Relevant Corporate Opportunity. (b) The Company does not renounce its interest in any Relevant Corporate Opportunity presented to any Holder if such Relevant Corporate Opportunity is expressly presented to such person solely in his or her capacity as a member of the Board of the Company, and the provisions of Section 3.4(a) shall not apply to any such Relevant Corporate Opportunity.

Other Business Opportunities. (a) No Holders nor any of their respective Affiliates, other than the ESOP Trust or any officer or employee of the Company or any of its Subsidiaries (collectively, the “Identified Persons” and, individually, an “Identified Person”), shall, The Parties expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) each of the Sponsor and the Founder Holders (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the Sponsor Directors (collectively, the “Covered Persons”) has the right to, and shall have no duty to refrain from (fiduciary, contractual or otherwise) not to, directly or indirectly (i) engaging engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business in which the Company as PubCo or any Subsidiary is engaged of its subsidiaries or proposes deemed to engage be competing with PubCo or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to PubCo or any of its subsidiaries the right to participate therein; (ii) otherwise competing each of the Covered Persons may invest in, or provide services to, any Person that directly or indirectly competes with the Company PubCo or any Subsidiaryof its subsidiaries; and (iii) in the event that any of the Covered Persons acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for PubCo or any of its subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries and, notwithstanding any provision of this Stockholders Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo or any of its subsidiaries. For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable law, no Identified Person any right of PubCo or any of its subsidiaries with respect to the matters set forth herein, and this paragraph shall be liable construed to the Company or its equity holders or effect such disclaimer and renunciation to any Subsidiary of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any potential matter, transaction or interest that is presented to, or acquired, developed or created by an Identified Person which may be a corporate opportunity for an Identified Person and the Company or any Subsidiary . (a “Relevant Corporate Opportunity”), except as provided in Section 3.4(b). Subject to Section 3.4(b), in the event that any Identified Person acquires knowledge of a Relevant Corporate Opportunity, such Identified Person shallb) PubCo hereby, to the fullest extent permitted by applicable law, : (i) confirms that none of the Sponsor or the Founder Holder or any of their respective Affiliates have no any duty to communicate or offer such Relevant Corporate Opportunity to the Company PubCo or any Subsidiary andof its subsidiaries other than the specific covenants and agreements set forth in this Stockholders Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, to on the fullest extent permitted by lawone hand, shall not be liable to the Company or its equity holders or to and any Subsidiary of the Company for breach Sponsor or the Founder Holder or any of any fiduciary duty as a stockholdertheir respective Affiliates, director on the other hand, the Sponsor, the Founder Holder or applicable Affiliates may act in its best interest and (B) none of the Company solely by reason of the fact that such Identified Person pursues or acquires such Relevant Corporate Opportunity for itself or offers or directs such Relevant Corporate Opportunity to another Person. To the fullest extent permitted by lawSponsor, the Company hereby waives any claim against any Identified Person, and agrees to indemnify all Identified Persons against any claim, that is based on fiduciary duties, the corporate opportunity doctrine Founder Holder or any other legal theory which could in of their respective Affiliates or any way limit any Identified Person from pursuing or engaging in any Relevant Corporate Opportunity. (b) The Company does not renounce its interest in any Relevant Corporate Opportunity presented to any Holder if such Relevant Corporate Opportunity is expressly presented to such person solely Sponsor Director acting in his or her capacity as a member director shall be obligated (1) to reveal to PubCo or any of its subsidiaries confidential information belonging to or relating to the business of the Board Sponsor, the Founder Holder or any of their respective Affiliates or (2) to take any action in its capacity as a direct or indirect stockholder of PubCo, as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person in such capacity; and (iii) waives any claim or cause of action against the Sponsor, the Founder Holder and any of their respective Affiliates, and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 3.9(b)(i) or Section 3.9(b)(ii). (c) Each of the Companyparties hereto agrees that the waivers, limitations, acknowledgments and the provisions of agreements set forth in this Section 3.4(a) 3.9 shall not apply to any alleged claim or cause of action against any of the Sponsor or the Founder Holder based upon the breach or nonperformance by such Relevant Corporate OpportunityPerson of this Stockholders Agreement or any other agreement to which such Person is a party.

Other Business Opportunities. (a) No Holders nor business opportunities other than those actually exploited by the Company shall be deemed the property of the Company, and any member of any of their respective Affiliatesthe Company’s Subsidiaries or Affiliates may engage in or possess an interest in any other business venture, independently or with others, of any nature or description; and no other than Person shall have any rights by virtue hereof in and to such other business ventures, or to the ESOP Trust income or any officer profits derived therefrom. (b) Except as otherwise provided in this Section 11.5 or employee except as provided in that certain Side Letter Agreement, by and among the Company and certain Members, dated as of the Company date hereof (as the same may be amended, modified, or any of its Subsidiaries (collectivelysupplemented from time to time, the “Identified Persons” andSide Letter”)3, individuallya Member may have business interests and engage in business activities in addition to those relating to the Company, an “Identified Person”)including business interests and activities which compete with the Company, shall, and no Member shall have any duty or obligation to bring any business opportunity to the Company. (c) To the fullest extent permitted by lawLaw and notwithstanding any other provision of this Agreement or of any agreement contemplated herein, except as provided in the Side Letter or as the Members may otherwise agree in writing after the date hereof, the Members, and any of their Permitted Transferees, will (i) have any duty the right (A) to refrain from directly or indirectly engage in any business (i) engaging in the same or similar including, without limitation, any business activities or lines of business in which that are the Company same as or any Subsidiary is engaged similar to those pursued by, or proposes to engage or (ii) otherwise competing with the Company or any Subsidiary, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Company or its equity holders or to any Subsidiary of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by lawcompetitive with, the Company hereby renounces any interest and its Subsidiaries) or expectancy ininvest, own or right to be offered an opportunity to participate in, any potential matter, transaction or interest that is presented to, or acquired, developed or created by an Identified Person which may be a corporate opportunity for an Identified Person and the Company or any Subsidiary (a “Relevant Corporate Opportunity”), except as provided deal in Section 3.4(b). Subject to Section 3.4(b), in the event that any Identified Person acquires knowledge of a Relevant Corporate Opportunity, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such Relevant Corporate Opportunity to the Company or any Subsidiary and, to the fullest extent permitted by law, shall not be liable to the Company or its equity holders or to any Subsidiary of the Company for breach securities of any fiduciary duty as a stockholder, director of the Company solely by reason of the fact that such Identified other Person pursues or acquires such Relevant Corporate Opportunity for itself or offers or directs such Relevant Corporate Opportunity to another Person. To the fullest extent permitted by law, the Company hereby waives any claim against any Identified Person, and agrees to indemnify all Identified Persons against any claim, that is based on fiduciary duties, the corporate opportunity doctrine or any other legal theory which could so engaged in any way limit business, (B) to directly or indirectly do business with any Identified Person from pursuing client or engaging in any Relevant Corporate Opportunity. (b) The Company does not renounce its interest in any Relevant Corporate Opportunity presented to any Holder if such Relevant Corporate Opportunity is expressly presented to such person solely in his or her capacity as a member of the Board customer of the Company, its Subsidiaries and its Affiliates, (C) to take any other action that any such Member believes in good faith is necessary or appropriate to fulfill their obligations, and (D) not to present potential transactions, matters or business opportunities to the Company, its Subsidiaries or any of its Affiliates, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another Person; and (ii) have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company, its Subsidiaries or any of its Affiliates, and the Company, on its own behalf and on behalf of its Subsidiaries and Affiliates, hereby renounces and waives any right to require the Members or any of their respective Permitted Transferees to act in a manner inconsistent with the provisions of this Section 3.4(a11.5. (d) The provisions of this Section 11.5 shall be subject to, and not apply to in any such Relevant Corporate Opportunity.way affect the enforceability of, any separate agreement by a director or any Affiliate thereof restricting

Other Business Opportunities. (a) No Holders nor any of their respective Affiliates, other than the ESOP Trust or any officer or employee of the Company or any of its Subsidiaries (collectively, the “Identified Persons” and, individually, an “Identified Person”), shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (i) engaging in the same or similar business activities or lines of business in which the Company or any Subsidiary is engaged or proposes to engage or (ii) otherwise competing Except with the Company or any Subsidiary, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Company or its equity holders or respect to any Subsidiary of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any potential matter, transaction or interest that is presented to, or acquired, developed or created by an Identified Person which may be a corporate opportunity for an Identified Person and the Company expressly offered or any Subsidiary (a “Relevant Corporate Opportunity”), except as provided in Section 3.4(b). Subject to Section 3.4(b), in the event that any Identified Person acquires knowledge of a Relevant Corporate Opportunity, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such Relevant Corporate Opportunity to the Company or any Subsidiary and, to the fullest extent permitted by law, shall not be liable to the Company or its equity holders or to any Subsidiary of the Company for breach of any fiduciary duty as a stockholder, director of the Company solely by reason of the fact that such Identified Person pursues or acquires such Relevant Corporate Opportunity for itself or offers or directs such Relevant Corporate Opportunity to another Person. To the fullest extent permitted by law, the Company hereby waives any claim against any Identified Person, and agrees to indemnify all Identified Persons against any claim, that is based on fiduciary duties, the corporate opportunity doctrine or any other legal theory which could in any way limit any Identified Person from pursuing or engaging in any Relevant Corporate Opportunity. (b) The Company does not renounce its interest in any Relevant Corporate Opportunity presented to any Holder if such Relevant Corporate Opportunity is expressly presented to such person Indemnitee solely in his or her capacity as a member of director or officer of, through his or her service to, or pursuant to a contract with, the Board of Managing Member, the Company or its Subsidiaries (an “Excluded Opportunity”), and subject to any applicable limitations in the PubCo Governing Documents and any agreements entered into by an Indemnitee with the Managing Member, the Company, the Blue Owl Operating Group Entities or a Subsidiary of the foregoing (including any employment agreement), to the fullest extent permitted by applicable law, any Indemnitee shall have the right to engage in businesses of every type and description and other activities for profit, and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by the Company or any of its Subsidiaries, independently or with others, including business interests and activities in direct competition with the business and activities of the Company or any of its Subsidiaries, with no obligation to offer the Company or its Subsidiaries the right to participate therein. Nothing in this Agreement, including (without limitation) the foregoing sentence, shall be deemed to supersede any other agreement to which any Indemnitee may be a party or the rights of any other party thereto restricting such Indemnitee’s ability to have certain business interests or engage in certain business activities or ventures. To the fullest extent permitted by applicable law, but subject to the immediately preceding sentence, neither the Company nor any of its Subsidiaries shall have any rights in any business interests, activities or ventures of any Indemnitee that are not Excluded Opportunities, and the Company waives and renounces any interest or expectancy therein. (b) Except with respect to any Excluded Opportunity, and subject to any applicable limitations in the PubCo Governing Documents and any agreements entered into by an Indemnitee with the Managing Member, the Company, the Blue Owl Operating Group Entities or a Subsidiary of the foregoing (including any employment agreement), to the fullest extent permitted by applicable law: (i) the engagement in competitive activities by an Indemnitee in accordance with the provisions of this Section 3.4(a4.2 is deemed approved by the Company, the Member and all Persons acquiring any Membership Interest; (ii) it shall not apply be a breach of any Indemnitee’s duties or any other obligation of any type whatsoever of any Indemnitee if an Indemnitee engages in, or directs to another Person, any such business interests or activities in preference to or to the exclusion of the Company or any of its Subsidiaries; and (iii) no Indemnitee shall be liable to the Company, the Member or any other Person who acquires any Membership Interest, by reason of the fact that such Indemnitee pursues or acquires a business opportunity that is not an Excluded Opportunity for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the Company or any of its Subsidiaries. (c) In addition to and without limiting the foregoing provisions of this Section 4.2, and without limiting any separate agreement entered into by an Indemnitee with the Managing Member, the Company or its Subsidiaries (including any employment agreement), a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Company or any of its Subsidiaries if it is a business opportunity that (i) the Company and its Subsidiaries are neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the business of the Company and its Subsidiaries or is of no practical advantage to the Company and its Subsidiaries, (iii) is one in which the Company and its Subsidiaries have no interest or reasonable expectancy, or (iv) is one presented to any account for the benefit of an Indemnitee or an Affiliate of Indemnitee (other than the Partnership or any of its Subsidiaries) over which such Relevant Corporate OpportunityIndemnitee has no direct or indirect influence or control, including, but not limited to, a blind trust. To the fullest extent permitted by applicable law, but without limiting any separate agreement entered into by an Indemnitee with the Managing Member, the Company, a Blue Owl Operating Entity Carry or a Subsidiary of the foregoing (including any employment agreement), no Indemnitee shall (x) have any duty to present business opportunities that are not Excluded Opportunities to the Company or any of its Subsidiaries or (y) be liable to the Company, the Member or any other Person who acquires any Membership Interest, by reason of the fact that such Indemnitee pursues or acquires a business opportunity that is not an Excluded Opportunity for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the Company or any of its Subsidiaries.

Other Business Opportunities. (a) No Holders nor any of their respective Affiliates, other than the ESOP Trust or any officer or employee of the Company or any of its Subsidiaries (collectively, the “Identified Persons” and, individually, an “Identified Person”), shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (i) engaging in the same or similar business activities or lines of business in which the Company or any Subsidiary is engaged or proposes to engage or (ii) otherwise competing with the Company or any Subsidiary, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Company or its equity holders or to any Subsidiary of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any potential matter, transaction or interest that is presented to, or acquired, developed or created by an Identified Person which may be a corporate opportunity for an Identified Person and the Company or any Subsidiary (a “Relevant Corporate Opportunity”), except as provided in Section 3.4(b). Subject to Section 3.4(b), in the event that any Identified Person acquires knowledge of a Relevant Corporate Opportunity, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such Relevant Corporate Opportunity to the Company or any Subsidiary and, to the fullest extent permitted by law, shall not be liable to the Company or its equity holders or to any Subsidiary of the Company for breach of any fiduciary duty as a stockholder, director of the Company solely by reason of the fact that such Identified Person pursues or acquires such Relevant Corporate Opportunity for itself or offers or directs such Relevant Corporate Opportunity to another Person. To the fullest extent permitted by law, the Company hereby waives any claim against any Identified Person, and agrees to indemnify all Identified Persons against any claim, that is based on fiduciary duties, the corporate opportunity doctrine or any other legal theory which could in any way limit any Identified Person from pursuing or engaging in any Relevant Corporate Opportunity.by (b) The Company does not renounce its interest in any Relevant Corporate Opportunity presented to any Holder if such Relevant Corporate Opportunity is expressly presented to such person solely in his or her capacity as a member of the Board of the Company, and the provisions of Section 3.4(a) shall not apply to any such Relevant Corporate Opportunity.