KnightSwan Acquisition Corp
EX-10.10
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<DESCRIPTION>EX-10.10
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.10 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>EXECUTION VERSION </B></P>
<P STYLE="margin-top:24pt; 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">THIS
INDEMNITY AGREEMENT is made as of January&nbsp;20, 2022 (as amended, supplemented or otherwise modified from time to time, this &#147;<B><I>Agreement</I></B>&#148;), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the
&#147;<B><I>Company</I></B>&#148;), and Matthew McElroy (&#147;<B><I>Indemnitee</I></B>&#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:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, the board of directors of the Company (the &#147;<B><I>Board</I></B>&#148;) has determined that it is reasonable, prudent and
necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of persons who serve the Company to the fullest extent permitted by applicable law; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; 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 of the Company
(as further amended, supplemented or otherwise modified from time to time, the &#147;<B><I>Charter</I></B>&#148;) and the bylaws of the Company (as amended, supplemented or otherwise modified from time to time, the &#147;<B><I>Bylaws</I></B>&#148;)
and any resolutions adopted pursuant thereto and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>WHEREAS</B>, Indemnitee may not be willing to serve as an officer or director 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>NOW, THEREFORE</B><B>, IN CONSIDERATION OF</B> the premises and the covenants contained herein and subject to the provisions of that
certain letter agreement, dated as of January&nbsp;20, 2022, as amended, supplemented or otherwise modified from time to time, 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; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.
<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, key employee or in any other capacity of the Company, as applicable, for
so long as Indemnitee is duly elected or appointed or until Indemnitee tenders Indemnitee&#146;s resignation or until Indemnitee is removed. Notwithstanding the foregoing, this Agreement shall continue in full force and effect after Indemnitee has
ceased to serve as a director, officer, key employee or in any other capacity of the Company as provided in <U>Section</U><U></U><U>&nbsp;17</U>. This Agreement shall not impose any obligation on Indemnitee or the Company to continue
Indemnitee&#146;s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>DEFINITIONS</U>. As used in this Agreement: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) &#147;<B><I>Agent</I></B>&#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 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) &#147;<B><I>Beneficial Owner</I></B>&#148; and &#147;<B><I>Beneficial Ownership</I></B>&#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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) &#147;<B><I>Change in Control</I></B>&#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:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) <U>Acquisition of Stock by Third Party</U>. Other than an affiliate of
KnightSwan Sponsor LLC (the &#147;<B><I>Sponsor</I></B>&#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 clause (iii)&nbsp;of this definition; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) <U>Change in Board of
Directors</U>. Individuals who, as of the date of this Agreement, 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 <FONT
STYLE="white-space:nowrap">two-thirds</FONT> of the directors then still in office who were directors on the date of this Agreement or whose appointment or nomination for election was previously so approved (collectively, the &#147;<B><I>Continuing
Directors</I></B>&#148;), cease for any reason to constitute a majority of the members of the Board; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) <U>Corporate
Transactions</U>. The effective date of a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities (a
&#147;<B><I>Business Combination</I></B>&#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 <FONT STYLE="white-space:nowrap">fifty-one</FONT> percent (51%) of the combined voting power of the then
outstanding securities of the Company or the surviving or resulting entity or the ultimate parent entity that controls such surviving or resulting entity (the &#147;<B><I>Successor</I></B>&#148;) entitled to vote generally in the election of
directors of the Successor (including a corporation </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">2 </P>

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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 of the Sponsor, no Person (excluding
any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (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 fifteen percent (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:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) <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:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) <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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) &#147;<B><I>Corporate Status</I></B>&#148; shall mean 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) &#147;<B><I>Delaware Court</I></B>&#148; shall mean the Court of Chancery of the State of Delaware. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) &#147;<B><I>Disinterested Director</I></B>&#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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)
&#147;<B><I>Enterprise</I></B>&#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: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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) &#147;<B><I>Exchange Act</I></B>&#148; shall mean the Securities
Exchange Act of 1934, as amended. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) &#147;<B><I>Expenses</I></B>&#148; shall include all direct and indirect costs, fees
and expenses of any type or nature whatsoever, including 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, 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 the principal,
premium, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent. Notwithstanding the foregoing, &#147;<B><I>Expenses</I></B>&#148; shall not include amounts paid in settlement by Indemnitee or
the amount of judgments or fines against Indemnitee. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) &#147;<B><I>Fines</I></B>&#148; shall include any excise tax
assessed on Indemnitee with respect to any employee benefit plan. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) &#147;<B><I>Independent Counsel</I></B>&#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, &#147;<B><I>Independent Counsel</I></B>&#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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) Indemnitee shall be deemed to have acted in a manner &#147;<B><I>not opposed to the best interests of the
Company</I></B>&#148; 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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) &#147;<B><I>Person</I></B>&#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; <I>provided</I>, <I>however</I>, that &#147;<B><I>Person</I></B>&#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 </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">4 </P>

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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>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) &#147;<B><I>Proceeding</I></B>&#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 that Indemnitee is or was a director or
officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee&#146;s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is
or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case, 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 <U>Section</U><U></U><U>&nbsp;14</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) &#147;<B><I>Serving at the request of the Company</I></B>&#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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) &#147;<B><I>Subsidiary</I></B>&#148; shall mean, with respect to any Person, 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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <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 <U>Section</U><U></U><U>&nbsp;3</U> 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. Pursuant to this <U>Section</U><U></U><U>&nbsp;3</U>, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities,
fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement)
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 and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee&#146;s conduct was unlawful. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <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 <U>Section</U><U></U><U>&nbsp;4</U> 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. Pursuant to this <U>Section</U><U></U><U>&nbsp;4</U>, 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 <U>Section</U><U></U><U>&nbsp;4</U> 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>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. <U>INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL</U>. Notwithstanding any other provisions of this Agreement
except for <U>Section</U><U></U><U>&nbsp;27</U>, to the extent that Indemnitee was or is 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 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 such successfully resolved claim, issue
or matter. If Indemnitee is not wholly successful in defense of such Proceeding, 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 in defense of which Indemnitee was successful. For purposes of this <U>Section</U><U></U><U>&nbsp;5</U> and without limiting the foregoing, 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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <U>INDEMNIFICATION FOR EXPENSES OF A WITNESS</U>. Notwithstanding any other provision of this Agreement except for
<U>Section</U><U></U><U>&nbsp;27</U>, 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>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. <U>ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS</U>. Notwithstanding
any limitation in <U>Section</U><U></U><U>&nbsp;3</U>, <U>4</U> or <U>5</U>, except for <U>Section</U><U></U><U>&nbsp;27</U>, 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 (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses and judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by
Indemnitee in connection with the Proceeding. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <U>CONTRIBUTION IN THE EVENT OF JOINT LIABILITY</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) 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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>EXCLUSIONS</U>. Notwithstanding any provision in this Agreement except for <U>Section</U><U></U><U>&nbsp;27</U>, 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy, contract, agreement
or other indemnity or advancement provision or otherwise, 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) 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: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; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) except as otherwise provided in <U>Sections 14(f)</U> through
<U>(g)</U>, 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, advance of expenses, 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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10. <U>ADVANCES OF EXPENSES; DEFENSE OF CLAIM</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Notwithstanding any provision of this Agreement to the contrary except for <U>Section</U><U></U><U>&nbsp;27</U>, and to the
fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three (3)&nbsp;months) 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 and shall 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 a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.
Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute Indemnitee&#146;s undertaking, but only to the extent such an undertaking is required by applicable law, 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.
This <U>Section</U><U></U><U>&nbsp;10(a)</U> shall not apply to any claim made by Indemnitee for which an indemnification, advance of expenses, hold harmless or exoneration payment is excluded pursuant to <U>Section</U><U></U><U>&nbsp;9</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Company shall be entitled to participate in the Proceeding at its own expense. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense,
judgment, liability, fine, penalty or limitation on Indemnitee without Indemnitee&#146;s prior written consent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. <U>PROCEDURE FOR
NOTIFICATION AND APPLICATION FOR INDEMNIFICATION</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) Indemnitee agrees to promptly notify 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: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; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Indemnitee may deliver to the Company written application(s) 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 Indemnitee&#146;s sole discretion. Following such a
written application for indemnification by Indemnitee, Indemnitee&#146;s entitlement to indemnification shall be determined according to <U>Section</U><U></U><U>&nbsp;12(a)</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12. <U>PROCEDURE UPON APPLICATION FOR INDEMNIFICATION</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) 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 of Control has occurred (x)&nbsp;by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (y)&nbsp;by a committee of Disinterested
Directors, even if less than a quorum of the Board, or (z)&nbsp;if there are no Disinterested Directors, or if such Disinterested 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 Indemnitee. The Company shall promptly 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 making such determination with respect to Indemnitee&#146;s entitlement to indemnification, including providing to
such Person 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 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to <U>Section</U><U></U><U>&nbsp;12(a)</U>, the Independent Counsel shall be selected as provided in this
<U>Section</U><U></U><U>&nbsp;12(b)</U>. 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;<B><I>Independent Counsel</I></B>&#148; as defined in <U>Section</U><U></U><U>&nbsp;2</U>. 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;<B><I>Independent Counsel</I></B>&#148; as defined in <U>Section</U><U></U><U>&nbsp;2</U>. 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; <I>provided</I>, <I>however</I>, that such objection may </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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be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of &#147;<B><I>Independent Counsel</I></B>&#148; as defined in
<U>Section</U><U></U><U>&nbsp;2</U>, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the 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 <U>Section</U><U></U><U>&nbsp;11(b)</U>, 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 <U>Section</U><U></U><U>&nbsp;12(a)</U>. Upon the due commencement of any judicial proceeding or
arbitration pursuant to <U>Section</U><U></U><U>&nbsp;14(a)</U>, 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) 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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13. <U>PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) In making a determination with respect to entitlement to indemnification hereunder, the Person 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 <U>Section</U><U></U><U>&nbsp;11(b)</U>, 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) If the Person empowered or selected under <U>Section</U><U></U><U>&nbsp;12</U> 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 </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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for indemnification, or (ii)&nbsp;a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; <I>provided</I>, <I>however</I>, that such
thirty <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 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) 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, the board of directors or managers of the Enterprise, any committee of the board of directors or managers of the Enterprise or any director, trustee, general partner, manager or managing
member, or on information or records given or reports made to the Enterprise, the board of directors or managers of the Enterprise, any committee of the board of directors or managers of the Enterprise 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, the board of directors or managers of the Enterprise, any committee of the board of directors or managers of the
Enterprise or any director, trustee, general partner, manager or managing member. The provisions of this <U>Section</U><U></U><U>&nbsp;13(d)</U> 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) 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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14. <U>REMEDIES OF INDEMNITEE</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) In the event that (i)&nbsp;a determination is made pursuant to <U>Section</U><U></U><U>&nbsp;12</U> 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 <U>Section</U><U></U><U>&nbsp;10</U>, (iii) no determination of entitlement to
indemnification shall have been made pursuant to <U>Section</U><U></U><U>&nbsp;12(a)</U> 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
<U>Sections 5</U>, <U>6</U>, <U>7</U> or the last sentence of <U>Section</U><U></U><U>&nbsp;12(a)</U> within ten (10)&nbsp;days after receipt by the Company of </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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a written request therefor, (v)&nbsp;a contribution payment is not made in a timely manner pursuant to <U>Section</U><U></U><U>&nbsp;8</U>, (vi) payment of indemnification pursuant to
<U>Section</U><U></U><U>&nbsp;3</U> or <U>4</U> 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;<B><I>Enforcement Proceeding</I></B>.&#148; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) In
the event that a determination shall have been made pursuant to <U>Section</U><U></U><U>&nbsp;12(a)</U> 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) 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 <U>Section</U><U></U><U>&nbsp;12(a)</U> 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 <U>Section</U><U></U><U>&nbsp;10</U> 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) If a determination shall have been made pursuant to <U>Section</U><U></U><U>&nbsp;12(a)</U> 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) 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: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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) 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 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 Indemnitee&#146;s 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Interest shall be paid by the Company to Indemnitee at a rate to be agreed between the Company and Indemnitee for amounts
which the Company indemnifies, holds harmless, 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 the Company. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15. <U>SECURITY</U>. Notwithstanding anything herein to the contrary except for <U>Section</U><U></U><U>&nbsp;27</U>, 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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16. <U><FONT
STYLE="white-space:nowrap">NON-EXCLUSIVITY;</FONT> SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) 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, 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 repeal, except as may
otherwise be expressly set forth in such amendment, alteration or repeal 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; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Delaware General Corporation Law (the
&#147;<B><I>DGCL</I></B>&#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;<B><I>Indemnification Arrangements</I></B>&#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 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) 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, manager, 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) 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 </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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this Agreement to the contrary except for <U>Section</U><U></U><U>&nbsp;27</U>, (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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) 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>i.e.</I>, 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 Charter, the Bylaws or another agreement of the Company,
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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">17. <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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">18. <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 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 not in any way be </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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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 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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">19. <U>ENFORCEMENT AND BINDING EFFECT</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Without limiting any of the rights of Indemnitee under the Charter or the Bylaws, 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) 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 <U>Section</U><U></U><U>&nbsp;19(d)</U>), shall continue as to 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) 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:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) 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 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 </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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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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">20.
<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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">21. <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="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(a)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">If to Indemnitee, to: </P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">c/o KnightSwan Acquisition Corporation </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">99 Wall Street, Suite 460 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">New
York, New York 10005 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Attention: Matthew McElroy </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">or such other address as Indemnitee shall provide in writing to the Company. </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(b)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">If to the Company, to: </P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">KnightSwan Acquisition Corporation </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">99 Wall Street, Suite 460 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">New
York, New York 10005 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Attention: Brandee Daly </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">With a copy, which shall not constitute notice, to </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; 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:13%; font-size:10pt; font-family:Times New Roman">1285 Avenue of the Americas </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">New York, New York 10019 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Attention: Raphael M. Russo </P> <P STYLE="margin-top:6pt; 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; text-indent:4%; font-size:10pt; font-family:Times New Roman">22. <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 <U>Section</U><U></U><U>&nbsp;14(a)</U>, 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 <U>Section</U><U></U><U>&nbsp;21</U> or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">23. <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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">24. <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. The term &#147;including&#148; (whether or not that term is followed
by the phrase &#147;but not limited to&#148; or &#147;without limitation&#148; or words of similar effect) is used in this Agreement in connection with a listing of items within a particular classification, that listing shall be interpreted to be
illustrative only and shall not be interpreted as a limitation on, or exclusive listing of, the items within that classification. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">25.
<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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">26. <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;<B><I>Claim</I></B>&#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 initial public 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. Accordingly, Indemnitee acknowledges and
agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i)&nbsp;the Company has sufficient funds outside of the trust account to satisfy its obligations hereunder or (ii)&nbsp;the Company consummates a
Business Combination. </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; text-indent:4%; font-size:10pt; font-family:Times New Roman">27. <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 Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and/or officers
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. 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, Indemnitee shall be named as an insured in such a manner as to provide 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">[<I>Signature
Pages Follow</I>] </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">19 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; 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 date 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>KNIGHTSWAN ACQUISITION CORPORATION</B></TD></TR>
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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/ Matthew McElroy</P></TD></TR>
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<TD VALIGN="top">Name: Mathew McElroy</TD></TR>
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<TD VALIGN="top">Title: Chief Financial Officer</TD></TR>
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<TD VALIGN="top" COLSPAN="3"><B>INDEMNITEE:</B></TD></TR>
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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/ Matthew McElroy</P></TD></TR>
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<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Matthew McElroy</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<I>Signature Page to Indemnity Agreement&#151;KnightSwan Acquisition Corporation</I>] </P>
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