Churchill Capital Corp VI
EX-10.15
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.15 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>INDEMNITY AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>THIS INDEMNITY AGREEMENT</B> (this &#147;<U>Agreement</U>&#148;) is made as of January&nbsp;5, 2022, by and between Churchill Capital Corp
VI, a Delaware corporation (the &#147;<U>Company</U>&#148;), and Alan Schrager (&#147;<U>Indemnitee</U>&#148;). </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>RECITALS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, the Board of Directors of the Company (the &#147;<U>Board</U>&#148;) has determined that it is reasonable, prudent and
necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the &#147;<U>Company
Group</U>&#148;) to the fullest extent permitted by applicable law; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, this Agreement is a supplement to and in furtherance
of the Amended and Restated Certificate of Incorporation (the &#147;<U>Charter</U>&#148;) and the Bylaws (the &#147;<U>Bylaws</U>&#148;) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor
to diminish or abrogate any rights of Indemnitee thereunder; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, Indemnitee may not be willing to serve as an officer or
director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company
on the condition that Indemnitee be so indemnified; and </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman"><B>NOW, THEREFORE</B>, in consideration of the premises and the covenants
contained herein and subject to the provisions of the letter agreement dated as of January&nbsp;5, 2022, the Company and Indemnitee do hereby covenant and agree as follows: </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>TERMS AND CONDITIONS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1.&nbsp;&nbsp;&nbsp;&nbsp;<U>SERVICES TO THE COMPANY</U>. In consideration of the Company&#146;s covenants and obligations hereunder, Indemnitee will serve or
continue to serve as an officer, director, advisor, key employee or any other capacity of any member of the Company Group, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders
Indemnitee&#146;s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other
capacity of any member of the Company Group, as provided in Section&nbsp;17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee&#146;s service to the Company Group beyond any period otherwise
required by law or by other agreements or commitments of the parties, if any. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2.&nbsp;&nbsp;&nbsp;&nbsp;<U>DEFINITIONS</U>. As used in this Agreement:
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;References to &#147;agent&#148; shall mean any person who is or was a director, officer or employee of the
Company or a subsidiary of the Company or other person authorized </P>
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by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;The terms &#147;<U>Beneficial Owner</U>&#148; and &#147;<U>Beneficial Ownership</U>&#148; shall have the meanings
set forth in Rule <FONT STYLE="white-space:nowrap">13d-3</FONT> promulgated under the Exchange Act (as defined below) as in effect on the date hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;A &#147;<U>Change in Control</U>&#148; shall be deemed to occur upon the earliest to occur after the date of this
Agreement of any of the following events: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;<U>Acquisition of Stock by Third Party</U>. Other than an affiliate
of Churchill Sponsor V LLC (the &#147;<U>Sponsor</U>&#148;), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting
power of the Company&#146;s then outstanding securities entitled to vote generally in the election of directors, unless (1)&nbsp;the change in the relative Beneficial Ownership of the Company&#146;s securities by any Person results solely from a
reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2)&nbsp;such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition
would not constitute a Change in Control under part (iii)&nbsp;of this definition; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii)&nbsp;&nbsp;&nbsp;&nbsp;<U>Change in Board of
Directors</U>. Individuals who, as of the date hereof, constitute the Board, and any new director whose appointment by the Board or nomination for election by the Company&#146;s stockholders was approved by a vote of at least two thirds of the
directors then still in office who were directors on the date hereof or whose appointment or nomination for election was previously so approved (collectively, the &#147;<U>Continuing Directors</U>&#148;), cease for any reason to constitute a
majority of the members of the Board; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iii)&nbsp;&nbsp;&nbsp;&nbsp; <U>Corporate Transactions</U>. The effective date of a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a &#147;<U>Business Combination</U>&#148;), in each case, unless, following such Business
Combination: (1)&nbsp;all or substantially all of the individuals and entities who were the Beneficial Owners of securities of the Company entitled to vote generally in the election of directors immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the surviving or resulting entity or the ultimate parent entity that controls such surviving or resulting entity (the
&#147;<U>Successor</U>&#148;) entitled to vote generally in the election of directors of the Successor (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the
Company&#146;s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in
the election of directors; (2)&nbsp;other than an affiliate </P>
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of the Company, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the
then outstanding securities entitled to vote generally in the election of directors of the successor except to the extent that such Person was the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the Company
prior to such Business Combination; and (3)&nbsp;a majority of the board of directors (or comparable governing body) of the Successor were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of
Directors, providing for such Business Combination; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iv)&nbsp;&nbsp;&nbsp;&nbsp;<U>Liquidation</U>. The approval by the stockholders of
the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company&#146;s assets, other than factoring the Company&#146;s current
receivables or escrows due (or, if such stockholder approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(v)&nbsp;&nbsp;&nbsp;&nbsp;<U>Other Events</U>. There occurs any other event of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such
reporting requirement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Corporate Status</U>&#148; describes the status of a person who is or was a
director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Delaware Court</U>&#148; shall mean the Court of Chancery of the State of Delaware. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Disinterested Director</U>&#148; shall mean a director of the Company who is not and was not a party to
the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Enterprise</U>&#148; shall mean the Company and any other corporation, constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Exchange Act</U>&#148; shall mean the Securities Exchange Act of 1934, as amended. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Expenses</U>&#148; shall include all direct and indirect costs, fees and expenses of any type or nature
whatsoever, including, without limitation, all reasonable attorneys&#146; fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating
costs, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection
with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time
spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without
limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of
judgments or fines against Indemnitee incurred in any Proceeding by or in the right of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j)&nbsp;&nbsp;&nbsp;&nbsp;References
to &#147;<U>fines</U>&#148; shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to &#147;serving at the request of the Company&#148; shall include any service as a director, officer, employee,
agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner &#147;not opposed to the best interests of the
Company&#148; as referred to in this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k)&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Independent Counsel</U>&#148; shall mean a law firm
or a member of a law firm with significant experience in matters of corporation law and that neither presently is, nor in the past five years has been, retained to represent: (i)&nbsp;the Company or Indemnitee in any matter material to either such
party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii)&nbsp;any other party to the Proceeding (as defined below) giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term &#147;Independent Counsel&#148; shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine Indemnitee&#146;s rights under this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l)&nbsp;&nbsp;&nbsp;&nbsp;The term &#147;<U>Person</U>&#148; shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange
Act as in effect on the date hereof; provided, however, that &#147;<U>Person</U>&#148; shall exclude: (i)&nbsp;the Company; (ii)&nbsp;any Subsidiaries (as defined below) of the Company; (iii)&nbsp;any employment benefit plan of the Company or of a
Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv)&nbsp;any trustee or other
fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m)&nbsp;&nbsp;&nbsp;&nbsp;The term &#147;<U>Proceeding</U>&#148; shall include any
threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of
the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by
reason of the fact of Indemnitee&#146;s Corporate Status, whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this
Agreement but shall not include any Enforcement Proceeding pursuant to Section&nbsp;14. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n)&nbsp;&nbsp;&nbsp;&nbsp;The term
&#147;<U>Subsidiary</U>,&#148; with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity
interest is owned, directly or indirectly, by that Person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;<U>INDEMNITY IN THIRD-PARTY PROCEEDINGS</U>. To the fullest extent
permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section&nbsp;3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness,
deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor, by reason of Indemnitee&#146;s Corporate Status. Pursuant to this Section&nbsp;3, Indemnitee shall be
indemnified, held harmless and exonerated against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by Indemnitee or on
Indemnitee&#146;s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case
of a criminal Proceeding, had no reasonable cause to believe that Indemnitee&#146;s conduct was unlawful. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;<U>INDEMNITY IN
PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY</U>. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section&nbsp;4 if Indemnitee was, is,
or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee&#146;s Corporate Status. Pursuant to this
Section&nbsp;4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee&#146;s behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this
Section&nbsp;4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court in which the Proceeding
was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or
to exoneration. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;<U>INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL</U>.
Notwithstanding any other provisions of this Agreement except for Section&nbsp;27, to the extent that Indemnitee was or is, by reason of Indemnitee&#146;s Corporate Status, a party to (or a participant in) and is successful, on the merits or
otherwise, in defending any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the defending Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in defense of such Proceeding (or part thereof) but is successful, on the merits or otherwise, in defense of one or
more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by
Indemnitee or on Indemnitee&#146;s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in defense of such Proceeding (or part thereof), the Company also shall, to the fullest extent
permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For
purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to the defense of such claim, issue or matter.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">6.&nbsp;&nbsp;&nbsp;&nbsp;<U>INDEMNIFICATION FOR EXPENSES OF A WITNESS</U>. Notwithstanding any other provision of this Agreement except for
Section&nbsp;27, to the extent that Indemnitee is, by reason of Indemnitee&#146;s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was not or is not a party or threatened to be made a party, Indemnitee shall, to the
fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee&#146;s behalf in connection therewith. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">7.&nbsp;&nbsp;&nbsp;&nbsp;<U>ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS</U>. Notwithstanding any limitation in Sections 3, 4, or 5,
except for Section&nbsp;27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding against all Expenses
and judgments, fines, penalties and amounts paid in settlement in any Proceeding by or in the right of the Company to procure a judgment in its favor (including all interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">8.&nbsp;&nbsp;&nbsp;&nbsp;<U>CONTRIBUTION IN THE EVENT OF JOINT LIABILITY</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration
rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount
incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company
hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;The
Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted
against Indemnitee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from
any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;<U>EXCLUSIONS</U>. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make
any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other
indemnity or advancement provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of
the Company within the meaning of Section&nbsp;16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;except as otherwise provided in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any
Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i)&nbsp;the
Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii)&nbsp;the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company
under applicable law. Indemnitee shall seek payments or Advances from the Company only to the extent that such payments or Advances are unavailable from any insurance policy of the Company covering Indemnitee. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">10.&nbsp;&nbsp;&nbsp;&nbsp;<U>ADVANCES OF EXPENSES; DEFENSE OF CLAIM</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any provision of this Agreement to the contrary, except for Section&nbsp;27, and to the fullest
extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee in connection with any Proceeding within ten (10)&nbsp;days after the receipt by the Company of a statement or statements requesting such advances
from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to
Indemnitee&#146;s ability to repay the Expenses and without regard to Indemnitee&#146;s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable
Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references to a &#147;Proceeding&#148; in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred preparing and
forwarding statements to the Company to support the advances claimed. This Agreement shall constitute Indemnitee&#146;s undertaking to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be
indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise, but only if such an undertaking is required by applicable law. This
Section&nbsp;10(a) shall not apply to any Proceeding for which indemnity is not permitted under Section&nbsp;9 of this Agreement, but shall apply to any Proceeding referenced in Section&nbsp;9(b) prior to a final determination that Indemnitee is
liable therefor. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;The Company will be entitled to participate in the Proceeding at its own expense. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense,
judgment, fine, penalty or limitation on Indemnitee without Indemnitee&#146;s prior written consent. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">11.&nbsp;&nbsp;&nbsp;&nbsp;<U>PROCEDURE FOR
NOTIFICATION AND APPLICATION FOR INDEMNIFICATION</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;Indemnitee agrees to notify promptly the Company in
writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration
rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in
accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his sole discretion. Following such a written application for indemnification by Indemnitee,
Indemnitee&#146;s entitlement to indemnification shall be determined according to Section&nbsp;12(a) of this Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">12.&nbsp;&nbsp;&nbsp;&nbsp;<U>PROCEDURE UPON APPLICATION FOR INDEMNIFICATION</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;A determination, if required by applicable law, with respect to Indemnitee&#146;s entitlement to indemnification
shall be made in the specific case by one of the following methods: (i)&nbsp;if no Change in Control has occurred (x)&nbsp;by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (y)&nbsp;by a committee of
Disinterested Directors, even though less than a quorum of the Board, or (z)&nbsp;if there are no Disinterested Directors, or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee, or (ii)&nbsp;if a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee. The Company promptly will advise Indemnitee in writing with respect to
any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within ten (10)&nbsp;days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee&#146;s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any costs or Expenses (including reasonable attorneys&#146; fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company
(irrespective of the determination as to Indemnitee&#146;s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to
Section&nbsp;12(a) hereof, the Independent Counsel shall be selected as provided in this Section&nbsp;12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and
Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of &#147;Independent Counsel&#148; as defined in
Section&nbsp;2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent
Counsel so selected meets the requirements of &#147;Independent Counsel&#148; as defined in Section&nbsp;2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10)&nbsp;days after such written notice of
selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so
selected does not meet the requirements of &#147;Independent Counsel&#148; as defined in Section&nbsp;2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely
objection, the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20)&nbsp;days after submission by Indemnitee of a written request for indemnification pursuant to
Section&nbsp;11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee
to the other&#146;s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall
act as Independent Counsel under Section&nbsp;12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section&nbsp;14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold
harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">13.&nbsp;&nbsp;&nbsp;&nbsp;<U>PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity
making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section&nbsp;11(b) of this Agreement, and the Company shall have
the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or
Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the
applicable standard of conduct. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;If the person, persons or entity empowered or selected under Section&nbsp;12
of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30)&nbsp;days after receipt by the Company of the request therefor, the requisite determination of entitlement to
indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i)&nbsp;a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee&#146;s statement not materially misleading, in connection with the request for indemnification, or (ii)&nbsp;a final judicial determination that any or all such indemnification is expressly prohibited under
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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applicable law; provided, however, that such <FONT STYLE="white-space:nowrap">30-day</FONT> period may be extended for a reasonable time, not to exceed an additional fifteen (15)&nbsp;days, if
the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did
not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that
Indemnitee&#146;s conduct was unlawful. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;For purposes of any determination of good faith, Indemnitee shall be
deemed to have acted in good faith if Indemnitee&#146;s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of the
Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records given or
reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise,
its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section&nbsp;13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which
Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager,
managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">14.&nbsp;&nbsp;&nbsp;&nbsp;<U>REMEDIES OF INDEMNITEE</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;In the event that (i)&nbsp;a determination is made pursuant to Section&nbsp;12 of this Agreement that Indemnitee is
not entitled to indemnification under this Agreement, (ii)&nbsp;advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section&nbsp;10 of this Agreement, (iii)&nbsp;no determination of entitlement
to indemnification shall have been made pursuant to Section&nbsp;12(a) of this Agreement within thirty (30)&nbsp;days after receipt by the Company of the request for indemnification, (iv)&nbsp;payment of indemnification is not made pursuant to
Section&nbsp;5, 6, 7 or the last sentence of Section&nbsp;12(a) of this Agreement within ten (10)&nbsp;days after receipt by the Company of a written request therefor, (v)&nbsp;a contribution payment is not made in a timely manner pursuant to
Section&nbsp;8 of this Agreement, (vi)&nbsp;payment of indemnification pursuant to </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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Section&nbsp;3 or 4 of this Agreement is not made within ten (10)&nbsp;days after a determination has been made that Indemnitee is entitled to indemnification, or (vii)&nbsp;payment to Indemnitee
pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless,
exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee&#146;s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee&#146;s right to seek any such adjudication or award
in arbitration. Such adjudication or arbitration proceeding is referred to herein as &#147;Enforcement Proceeding.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;In the event that a determination shall have been made pursuant to Section&nbsp;12(a) of this Agreement that
Indemnitee is not entitled to indemnification, any Enforcement Proceeding shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;In any Enforcement Proceeding, Indemnitee shall be presumed to be entitled to be indemnified, held harmless,
exonerated and to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may
be, and the Company may not refer to or introduce into evidence any determination pursuant to Section&nbsp;12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences an Enforcement Proceeding, Indemnitee shall not be
required to reimburse the Company for any advances pursuant to Section&nbsp;10 until a final determination is made with respect to Indemnitee&#146;s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;If a determination shall have been made pursuant to Section&nbsp;12(a) of this Agreement that Indemnitee is
entitled to indemnification, the Company shall be bound by such determination in Enforcement Proceeding, absent (i)&nbsp;a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee&#146;s statement
not materially misleading, in connection with the request for indemnification, or (ii)&nbsp;a prohibition of such indemnification under applicable law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;The Company shall be precluded from asserting in Enforcement Proceeding that the procedures and presumptions of
this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all
Expenses (assuming for purposes of this sentence that all references to a Proceeding in the definition of Expenses were references to an Enforcement Proceeding) and, if requested by Indemnitee, shall (within ten (10)&nbsp;days after the
Company&#146;s receipt of such written request) pay to Indemnitee, to the fullest </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any Enforcement Proceeding brought by Indemnitee: (i)&nbsp;to enforce his rights under, or to
recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter, or the Bylaws now or hereafter in effect; or (ii)&nbsp;for recovery or
advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right,
advancement, contribution or insurance recovery, as the case may be (unless such Enforcement Proceeding was not brought by Indemnitee in good faith). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the
Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated,
contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by or on behalf of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.&nbsp;&nbsp;&nbsp;&nbsp;<U>SECURITY</U>. Notwithstanding anything herein to the contrary, except for Section&nbsp;27, to the extent requested by Indemnitee
and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company&#146;s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security,
once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">16.&nbsp;&nbsp;&nbsp;&nbsp;<U><FONT
STYLE="white-space:nowrap">NON-EXCLUSIVITY;</FONT> SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;The rights
of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of
directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first
threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee&#146;s Corporate Status prior to such amendment, alteration or repeals, except as may
otherwise be expressly set forth in such amendment, alteration or repeals and mutually agreed by Indemnitee and the Company. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification,
hold harmless or exoneration rights or advancement of expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;The Delaware General Corporation Law (the &#147;DGCL&#148;), the
Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (&#147;Indemnification
Arrangements&#148;) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee&#146;s
status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any
such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the
Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;To the extent that any member of the Company Group maintains an insurance policy or policies providing liability
insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company Group or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered
by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies.
If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company
shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take or cause to be taken all necessary or desirable action to cause such insurers to
pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the
Company to bring suit to enforce such rights. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s obligation to indemnify, hold harmless,
exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by
any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>

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to the contrary except for Section&nbsp;27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement,
contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company&#146;s satisfaction and performance of all its obligations under this Agreement, and (ii)&nbsp;the Company shall perform fully its
obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than
the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;To the extent Indemnitee has rights to indemnification, advancement of expenses and/or insurance
provided by the Sponsor or its affiliates as applicable, (i)&nbsp;the Company shall be the indemnitor of first resort (i.e., that its obligations to Indemnitee are primary and any obligation of the Sponsor or its affiliates, as applicable, to
advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) the Company shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the
full amount of all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of
investigating or defending against any claim or alleged claim) to the extent legally permitted and as required by the terms of this Agreement, the Company&#146;s organizational documents or other agreement, without regard to any rights Indemnitee
may have against the Sponsor or its affiliates, as applicable, and (iii)&nbsp;the Company irrevocably waives, relinquishes and releases the Sponsor and its affiliates, as applicable, from any and all claims against them for contribution, subrogation
or any other recovery of any kind in respect thereof. No advancement or payment by the Sponsor or its affiliates, as applicable, on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall
affect the foregoing, and the Sponsor and its affiliates, as applicable, shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">17.&nbsp;&nbsp;&nbsp;&nbsp;<U>DURATION OF AGREEMENT</U>. All agreements and obligations of the Company contained herein shall continue during the period
Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other
Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding or Enforcement Proceeding (including any rights of appeal thereto) by reason of
Indemnitee&#146;s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">18.&nbsp;&nbsp;&nbsp;&nbsp;<U>SEVERABILITY</U>. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (a)&nbsp;the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall
remain enforceable to the fullest extent permitted by law; (b)&nbsp;such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and
(c)&nbsp;to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">19.&nbsp;&nbsp;&nbsp;&nbsp;<U>ENFORCEMENT AND BINDING EFFECT</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations
imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company Group, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of
the Company Group. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;Without limiting any of the rights of Indemnitee under the Charter or Bylaws of the Company
as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between
the parties hereto with respect to the subject matter hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;The indemnification, hold harmless, exoneration
and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and permitted assigns (including any direct or indirect successor by
purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, but subject to such successor&#146;s compliance with Section&nbsp;19(d)), shall continue as to an Indemnitee who has ceased to be
a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company&#146;s request, and shall inure to the benefit of
Indemnitee and Indemnitee&#146;s spouse, permitted assigns, heirs, devisees, executors and administrators and other legal representatives. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or
otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if no such succession had taken place. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date,
may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by
seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest
extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other security in
connection therewith. The Company acknowledges that in the absence of a waiver, a bond or other security may be required of Indemnitee by a court of competent jurisdiction. The Company hereby waives any such requirement of such a bond or other
security to the fullest extent permitted by law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">20.&nbsp;&nbsp;&nbsp;&nbsp;<U>MODIFICATION AND WAIVER</U>. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any provision of this Agreement shall be enforceable unless in writing and signed by the party against whom it is to be enforced. No waiver of any
of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">21.&nbsp;&nbsp;&nbsp;&nbsp;<U>NOTICES</U>. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be
deemed to have been duly given (i)&nbsp;if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii)&nbsp;mailed by certified or registered mail with postage prepaid, on the third
(3rd) business day after the date on which it is so mailed: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;If to Indemnitee, at the address indicated on the
signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;If to the Company, to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:11%; font-size:10pt; font-family:Times New Roman">Churchill Capital Corp VI </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:11%; font-size:10pt; font-family:Times New Roman">640
Fifth Avenue, 12th Floor </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:11%; font-size:10pt; font-family:Times New Roman">New York, NY 10019 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:11%; font-size:10pt; font-family:Times New Roman">Attn: Jay Taragin </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:11%; font-size:10pt; font-family:Times New Roman">With a
copy, which shall not constitute notice, to </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:11%; font-size:10pt; font-family:Times New Roman">Paul, Weiss, Rifkind, Wharton&nbsp;&amp; Garrison LLP </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:11%; font-size:10pt; font-family:Times New Roman">1285 Avenue of the Americas </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:11%; font-size:10pt; font-family:Times New Roman">New York, New York 10019 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:11%; font-size:10pt; font-family:Times New Roman">Attn:
Raphael M. Russo </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:11%; font-size:10pt; font-family:Times New Roman">Fax No.: (212) <FONT STYLE="white-space:nowrap">373-3309</FONT> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">or to any other address as may have been furnished to Indemnitee in writing by the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">22.&nbsp;&nbsp;&nbsp;&nbsp;<U>APPLICABLE LAW AND CONSENT TO JURISDICTION</U>. This Agreement and the legal
relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant
to Section&nbsp;14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a)&nbsp;agree that any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b)&nbsp;consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of
any action or proceeding arising out of or in connection with this Agreement; (c)&nbsp;waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d)&nbsp;waive, and agree not to plead or to make, any
claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that
the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section&nbsp;21 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">23.&nbsp;&nbsp;&nbsp;&nbsp;<U>IDENTICAL COUNTERPARTS</U>. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">24.&nbsp;&nbsp;&nbsp;&nbsp;<U>MISCELLANEOUS</U>. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">25.&nbsp;&nbsp;&nbsp;&nbsp;<U>ADDITIONAL ACTS</U>. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other
procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">26.&nbsp;&nbsp;&nbsp;&nbsp;<U>WAIVER OF CLAIMS TO TRUST ACCOUNT</U>. Indemnitee hereby agrees that it does not have any right, title, interest
or claim of any kind (each, a &#147;Claim&#148;) in or to any monies in the trust account established in connection with the Company&#146;s initial public offering for the benefit of the Company and holders of shares issued in such offering, and
hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">27.&nbsp;&nbsp;&nbsp;&nbsp;<U>MAINTENANCE OF INSURANCE</U>. The Company shall use commercially reasonable
efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the
officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company&#146;s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a
manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company&#146;s directors and officers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[Signature Page Follows] </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as
of the day and year first above written. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3"><B>CHURCHILL&nbsp;CAPITAL&nbsp;CORP&nbsp;VI</B></TD></TR></TABLE></DIV> <DIV ALIGN="right">
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<TD VALIGN="top">By:</TD>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/&nbsp;Jay&nbsp;Taragin</P></TD></TR>
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<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Jay Taragin</TD></TR>
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<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Chief Financial Officer</TD></TR></TABLE></DIV> <DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3"><B>INDEMNITEE</B></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Alan&nbsp;Schrager</P></TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Alan Schrager</TD></TR>
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