Exhibit 10.6


 


FORM OF INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this “Agreement”)
is made as of _____________, 2021, by and between Callodine Acquisition Corporation, a Delaware corporation (the “Company”),
and ___________________ (“Indemnitee”).


 


RECITALS


 


WHEREAS, highly competent persons have become
more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with
adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising
out of their service to and activities on behalf of such corporations;


 


WHEREAS, the Board of Directors of the Company
(the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt
to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries
from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based
corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance
may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and
other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business
enterprise itself. The Amended and Restated Certificate of Incorporation (the “Charter”) and the Bylaws (the
“Bylaws”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may
also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”).
The Charter, Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and
thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons
with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS, the uncertainties relating to such
insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board has determined that the
increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders
and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, 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, such
persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue
concern that they will not be so protected against liabilities;


 


WHEREAS, this Agreement is a supplement
to and in furtherance of the Charter and Bylaws 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;


 


WHEREAS, 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


 






     


     


    

 


NOW, THEREFORE, in consideration of the
premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


ARTICLE
I.

SERVICES TO THE COMPANY


 


In consideration of the Company’s
covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee
or any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or retained, until Indemnitee
tenders Indemnitee’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 the Company, as provided in Article XVII. This Agreement, however, shall not impose any obligation on Indemnitee
or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements
or commitments of the parties, if any.


 


ARTICLE
II.

DEFINITIONS


 


As used in this Agreement:


 


a)
References to “agent” 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.


 


b)
The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth
in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.


 


c)
A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of
any of the following events:


 


i.
Acquisition of Stock by Third Party. Other than an affiliate of Callodine Sponsor, LLC, a Delaware limited liability company
(“Sponsor”), 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’s then outstanding
securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership
of the Company’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) 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) of
this definition;


 






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ii.
Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election
by the Board or nomination for election by the Company’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 election or nomination for election was previously
so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority
of the members of the Board;


 


iii.
Corporate Transactions. 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 “Business Combination”),
in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who
were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then
outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination
(including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially
all of the Company’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) other than an affiliate of Sponsor, no Person (excluding any company or 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 surviving company
or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority
of the board of directors of the company or corporation resulting from such Business Combination were Continuing Directors at the
time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;


 


iv.
Liquidation. 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’s assets, other
than factoring the Company’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


 


v.
Other Events. 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.


 






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d)
“Corporate Status” 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.


 


e)
“Delaware Court” shall mean the Court of Chancery of the State of Delaware.


 


f)  
“Disinterested Director” 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.


 


g)
“Enterprise” 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, manager, managing member, fiduciary,
employee or agent.


 


h)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


i)  
“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever,
including, without limitation, all reasonable attorneys’ 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 without limitation the principal, premium, security for, and other costs relating to any cost bond, supersede
as 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.


 


j)  
References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit
plan.


 


k)
“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters
of corporate law and that neither presently is, nor in the past five years has been, retained to represent: (i) 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) any other party to the Proceeding (as
defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” 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’s rights
under this Agreement.


 






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l)  
The term “Person” 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 “Person” shall exclude: (i) the Company; (ii) any Subsidiaries
(as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below)
of the Company or of any company or 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) any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or of a Subsidiary of the Company or of a company or corporation owned directly or
indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 


m)    
The term “Proceeding” 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’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, manager, 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.


 


n)
References to “serving at the request of the Company” 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 “not opposed to the best interests of the Company” as referred
to in this Agreement.


 


o)
The term “Subsidiary,” 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.


 


ARTICLE
III.

INDEMNITY IN THIRD-PARTY PROCEEDINGS


 


To the fullest extent permitted by applicable
law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Article III 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’s Corporate
Status. Pursuant to this Article III, 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, fines, penalties and amounts paid in settlement)
actually, and reasonably incurred by Indemnitee or on Indemnitee’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 or she 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’s
conduct was unlawful.


 






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ARTICLE
IV.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY


 


To the fullest extent permitted by applicable
law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Article IV 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’s Corporate Status. Pursuant
to this Article IV, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’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 Article IV 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.


 


ARTICLE
V.

INDEMNIFICATION FOR THE EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL


 


Notwithstanding any other provisions of
this Agreement except for Article XXVII, to the extent that Indemnitee was or is, by reason of Indemnitee’s
Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in 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 such Proceeding but is successful, on the merits or otherwise, as to 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’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful
in 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 on which Indemnitee was successful. For purposes of this Article 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 such claim,
issue or matter.


 






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ARTICLE
VI.

INDEMNIFICATION FOR EXPENSES OF A WITNESS


 


Notwithstanding any other provision of this
Agreement except for Article XXVII, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate
Status, a witness or deponent in any Proceeding to which Indemnitee was 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’s behalf in connection therewith.


 


ARTICLE
VII.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND

EXONERATION RIGHTS


 


Notwithstanding any limitation in Articles III, IV or V,
except for Article XXVII, 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, 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, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection
with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Article VII on
account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders
or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.


 


ARTICLE
VIII.

CONTRIBUTION IN THE EVENT OF JOINT LIABILITY


 


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.


 


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.


 


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.


 






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ARTICLE
IX.

EXCLUSIONS


 


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:


 


a)
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;


 


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 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law
or common law; or


 


c)
except as otherwise provided in Article XIV(f) and Article XIV(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) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) 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.


 


ARTICLE
X.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM


 


a)
Notwithstanding any provision of this Agreement to the contrary, except for Article XXVII, 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 months) in connection with any Proceeding within ten (10) 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’s ability to repay the Expenses and without regard to Indemnitee’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. To the fullest extent required by applicable
law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s
receipt of an undertaking, by or on behalf of Indemnitee, 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 Article X(a) shall not apply to any
claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Article IX.


 


b)
The Company will be entitled to participate in the Proceeding at its own expense.


 






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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’s prior written consent.


 


ARTICLE
XI.

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION


 


a)
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.


 


b)
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
or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement
to indemnification shall be determined according to Article XII(a) of this Agreement.


 


ARTICLE
XII.

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION


 


a)
A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made
in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote
of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated
by majority vote of such directors, (iii) 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 (iv) by vote of the stockholders.
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) days after such determination.
Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’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’ 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’s entitlement to indemnification) and the Company hereby agrees to indemnify
and to hold Indemnitee harmless therefrom.


 


b)
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Article
XII(a) hereof, the Independent Counsel shall be selected as provided in this Article XII(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 “Independent Counsel” as defined in Article II 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 “Independent Counsel” as defined in Article II of this Agreement. In either
event, Indemnitee or the Company, as the case may be, may, within ten (10) 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 “Independent Counsel” as defined in Article II of this Agreement, 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) days after submission by Indemnitee of a written request for indemnification
pursuant to Article XI(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’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 Article XII(a) hereof. Upon the due commencement of any judicial proceeding or
arbitration pursuant to Article XIV 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).


 






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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.


 


ARTICLE
XIII.

PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS


 


a)
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 Article XI(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.


 


b)
If the person, persons or entity empowered or selected under Article XII of this Agreement to determine whether
Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) 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) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification
is expressly prohibited under applicable law; provided, however, that such thirty (30)-day period may be extended for a reasonable
time, not to exceed an additional fifteen (15) 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.


 


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’s conduct was unlawful.


 


d)
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’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, managers or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the
Enterprise, its board of directors, any committee of such board of directors or any director, trustee, general partner, manager
or managing member, or on information or records given or reports made to the Enterprise, its board of directors, any committee
of such board of directors 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 of directors, any committee of such board of
directors or any director, trustee, general partner, manager or managing member. The provisions of this Article XIII(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.


 


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.


 


ARTICLE
XIV.

REMEDIES OF INDEMNITEE


 


a)
In the event that (i) a determination is made pursuant to Article XII of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by
applicable law, is not timely made pursuant to Article X of this Agreement, (iii) no determination of entitlement
to indemnification shall have been made pursuant to Article XII(a) of this Agreement within thirty (30) days after
receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Articles V, VI, VII or
the last sentence of Article XII(a) of this Agreement within ten (10) days after receipt by the Company of a written
request therefor, (v) a contribution payment is not made in a timely manner pursuant to Article VIII of
this Agreement, (vi) payment of indemnification pursuant to Article III or IV of this
Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or
(vii) 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’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’s right to seek any such adjudication or award in arbitration.


 






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b)
In the event that a determination shall have been made pursuant to Article XII(a) of this Agreement that Indemnitee
is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Article XIV 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.


 


c)
In any judicial proceeding or arbitration commenced pursuant to this Article XIV, 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 Article XII(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial
proceeding or arbitration pursuant to this Article XIV, Indemnitee shall not be required to reimburse the Company
for any advances pursuant to Article X until a final determination is made with respect to Indemnitee’s
entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


d)
If a determination shall have been made pursuant to Article XII(a) of this Agreement that Indemnitee is entitled
to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant
to this Article XIV, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a prohibition of such indemnification under applicable law.


 


e)
The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Article XIV 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.


 


f)  
The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested
by Indemnitee, shall (within ten (10) days after the Company’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 judicial proceeding
or arbitration brought by Indemnitee: (i) to enforce his or her 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) 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 judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 






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g)
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 the Company.


 


ARTICLE
XV.

SECURITY


 


Notwithstanding anything herein to the contrary,
except for Article XXVII, 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’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.


 


ARTICLE
XVI.

NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION


 


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 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’s Corporate Status prior to such amendment, alteration or repeal. 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.


 


b)
The DGCL, 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 (“Indemnification
Arrangements”) 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’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.


 






    12


     


    

 


c)
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
trustees, partners, managers, managing members, fiduciaries, employees or agents of the Company 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 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.


 


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.


 


e)
The Company’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
to the contrary except for Article XXVII, (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’s satisfaction and performance of all its obligations under
this Agreement, and (ii) 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.


 


f)  
To the extent Indemnitee has rights to indemnification, advancement of expenses and/or insurance provided by any other person (including,
without limitation, the Sponsor and its affiliates) (i) the Company shall be the indemnitor of first resort (i.e., that its obligations
to Indemnitee are primary and any obligation of such other person, 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’s organizational documents or other agreement,
without regard to any rights Indemnitee may have against such other person, as applicable, and (iii) the Company irrevocably waives,
relinquishes and releases such other person, 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 such other person, 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 such other person, 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.


 






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ARTICLE
XVII.

DURATION OF AGREEMENT


 


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 (including any rights of appeal thereto and any Proceeding commenced
by Indemnitee pursuant to Article XIV of this Agreement) by reason of Indemnitee’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.


 


ARTICLE
XVIII.

SEVERABILITY


 


If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability
of the remaining provisions of this Agreement (including, without limitation, each portion of any Article, 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 affected or impaired thereby and shall remain enforceable to the fullest extent permitted
by law; (b) 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) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, each portion of any Article, 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.


 


ARTICLE
XIX.

ENFORCEMENT AND BINDING EFFECT


 


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, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.


 


b)
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.


 


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 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), 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’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees,
executors and administrators and other legal representatives.


 


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.


 


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 to prove, 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 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 undertaking in connection therewith.
The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent
jurisdiction. The Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.


 






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ARTICLE
XX.

MODIFICATION AND WAIVER


 


No supplement, modification or amendment
of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. 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.


 


ARTICLE
XXI.

NOTICES


 


All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand
and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified
or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:


 


a)
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.


 


b)
If to the Company, to:


 


Callodine Acquisition Corporation

Two International Place, Suite 1830

Boston, MA 02110

Attention: Austin McClintock


 


With a copy, which shall not constitute notice, to:


 


Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178

Attn: Howard A. Kenny






 


or to any other address as may have been furnished to Indemnitee
in writing by the Company.


 


ARTICLE
XXII.

APPLICABLE LAW AND CONSENT TO JURISDICTION


 


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 Article XIV(a) of
this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) 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) 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) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court;
and (d) 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 Article XXI or in such other manner as may be permitted by law, shall be valid
and sufficient service thereof.


 






    15


     


    

 


ARTICLE
XXIII.

IDENTICAL COUNTERPARTS


 


This Agreement may be executed in one or
more counterparts (including by electronic delivery of a counterpart in PDF format), 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.


 


ARTICLE
XXIV.

MISCELLANEOUS


 


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.


 


ARTICLE
XXV.

PERIOD OF LIMITATIONS


 


No legal action shall be brought and no
cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors
or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and
any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a
legal action within such two (2)-year period; provided, however, that if any shorter period of limitations is otherwise applicable
to any such cause of action such shorter period shall govern.


 


ARTICLE
XXVI.

ADDITIONAL ACTS


 


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.


 


ARTICLE
XXVII.

WAIVER OF CLAIMS TO TRUST ACCOUNT


 


Notwithstanding anything contained herein
to the contrary, Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”)
in or to any monies in the trust account established in connection with the Company’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.


 


ARTICLE
XXVIII.


 


MAINTENANCE
OF INSURANCE


 


 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 officers and directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the
Company’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, the 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’s directors
and officers.


 


 


[Signature Page Follows]


  




    16


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Indemnity Agreement to be signed as of the day and year first above written.


 


	 	CALLODINE ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	Name:	Austin McClintock
	 	Title:	Chief Financial Officer, Vice President, Secretary and Treasurer


 


[Signature page to Indemnity Agreement]


 




     


     


    

 


	 	INDEMNITEE:
	 	 	 
	 	By:	    
	 	Name:	 
	 	Address:	 


  


[Signature page to Indemnity Agreement]