Exhibit 10.5


 


GCM
Grosvenor Inc.


 


Indemnification
and Advancement Agreement


 


This Indemnification
and Advancement Agreement (“Agreement”) is made as of __________ ____, ______ by and between GCM Grosvenor Inc.,
a Delaware corporation (the “Company”), and ______________, a member of the Board of Directors (the “Board”)
or an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all agreements between
the Indemnitee and the Company, to the extent covering the indemnification of such Indemnitee as a member of the Board or an officer
of the Company.


 


RECITALS


 


WHEREAS, the Board
believes that 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 and advancement
of expenses 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
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 Certificate of Incorporation of the Company (the “Certificate of Incorporation”) requires indemnification
of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation
Law of the State of Delaware (the “DGCL”). The Certificate of Incorporation 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 and advancement of expenses;


 


WHEREAS, the uncertainties
relating to such insurance, to indemnification and to advancement of expenses may increase 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 and its 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 hold harmless and indemnify, 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 indemnified;


 






     


     


    

 


WHEREAS, this Agreement
is a supplement to and in furtherance of the Certificate of Incorporation and any resolutions adopted pursuant thereto, and is
not a substitute therefor, nor diminishes or abrogates any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee
does not regard the protection available under the Certificate of Incorporation, DGCL and insurance as adequate in the present
circumstances, and may not be willing to serve or continue to serve as an officer or director without adequate additional protection,
and the Company desires Indemnitee to serve or continue 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
be advanced expenses.


 


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


 


Section 1. Services
to the Company. Indemnitee agrees or has agreed to serve as a director or officer of the Company. Indemnitee may at any time
and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation
of law). This Agreement does not create any obligation on the Company to continue Indemnitee in such position and is not an employment
contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.


 


Section 2. Definitions.
As used in this Agreement:


 


(a) “Affiliate”
shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended (as in effect on the date hereof).


 


(b) “Agent”
means any person who is or was a director, officer or employee of the Company or an Enterprise or other person authorized by the
Company or an Enterprise to act for or represent the interests of the Company or an Enterprise, respectively.


 


(c) A
“Change in Control” occurs upon the earliest to occur after the later of (i) the Closing and (ii) the date of
this Agreement of any of the following events:


 


i. Acquisition
of Stock by Third Party. Any Person (as defined below) other than a Designated Person, is or becomes the Beneficial Owner (as defined
below), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting
power of the Company’s then outstanding securities, unless the change in 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;


 






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ii. Change
in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this
Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated
by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(c)(i), 2(c)(iii)
or 2(c)(iv)) 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 either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, (the “Initial Board”) cease for any reason to
constitute at least a majority of the members of the Board (a “Board Change”); provided, however, that
no change to the composition of the Initial Board shall be considered for the purposes of determining whether a Board Change has
occurred to the extent such change resulted from a designation made in accordance with the Stockholders’ Agreement by and
among the Company, Grosvenor Holdings L.L.C., an Illinois limited liability company (“Holdings”), GCM Grosvenor
Management, LLC, a Delaware limited liability company (“Management LLC”), Grosvenor Holdings II, L.L.C., a Delaware
limited liability company (collectively with Holdings and Management LLC, the “GCMH Equityholders”), and GCM
V, LLC, a Delaware limited liability company (“GCM V”), as may be amended from time to time;


 


iii. Corporate
Transactions. The consummation by the Company (whether directly involving the Company or indirectly involving the Company through
one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other
disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions
or (z) the acquisition of assets or stock of another entity, in each case other than a transaction which results in the Company’s
voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by
being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or
indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds
to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly,
at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after
the transaction;


 


iv. Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets; and


 


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 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.


 


vi. For
purposes of this Section 2(c), the following terms have the following meanings:


 


		1	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time
to time.



 


		2	“Person” has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange
Act; provided, however, that Person excludes (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company.



 






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		3	“Beneficial Owner” has the meaning given to such term in Rule 13d-3 under the
Exchange Act; provided, however, that Beneficial Owner excludes any Person otherwise becoming a Beneficial Owner by reason of the
stockholders of the Company approving a merger of the Company with another entity.



 


(d) “Closing”
means the closing of the transactions contemplated by the Transaction Agreement, dated August 2, 2020, by and among CF Finance
Acquisition Corp., a Delaware corporation, CF Finance Intermediate Acquisition, LLC, a Delaware limited liability company, CF Finance
Holdings, LLC, a Delaware limited liability company, Grosvenor Capital Management Holdings, LLLP, a Delaware limited liability
limited partnership, GCMH Equityholders, GCMH GP, L.L.C., a Delaware limited liability company, GCM V, and the Company.


 


(e) “Corporate
Status” describes the status of a person who is or was acting as a director, officer, employee, fiduciary, or Agent of
the Company or an Enterprise.


 


(f) “Designated
Person” means Michael J. Sacks, GCM V and the GCMH Equityholders and each’s Affiliates and Related Parties.


 


(g) “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 


(h) “Enterprise”
means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity
for which Indemnitee is or was serving at the request of the Company as a director, officer, employee, fiduciary or Agent.


 


(i) “Expenses”
shall be broadly construed and shall include, without limitation, all reasonable costs, disbursements or expenses incurred in connection
with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or witness in,
or otherwise participating in, a Proceeding (including all reasonable attorneys’ fees, retainers, court costs, mediation
fees, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee
as a result of the actual or deemed receipt of any payments under this Agreement). Expenses also include (i) Expenses incurred
in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other
costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 14(d)
only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights
under this Agreement, by litigation or otherwise. Expenses, however, do not include amounts paid in settlement by Indemnitee or
the amount of judgments or fines against Indemnitee.


 






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(j) “finally
adjudged” or “final adjudication” means determined by a final (not interlocutory) judgment or other
adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or
option of appeal or the time within which an appeal must be filed has expired without such filing (and from which there is no further
right of appeal).


 


(k) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five (5) years has been, retained to represent: (i) the Company, any Affiliate of the Company or Indemnitee
in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement,
or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding giving rise to a claim
for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does 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. The Company agrees to
pay the reasonable fees and expenses of the Independent Counsel, regardless of the manner in which such Independent Counsel was
selected.


 


(l) “Proceeding”
shall be broadly construed and mean any threatened, pending or completed action, suit, claim, counterclaim, cross claim, 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, criminal, administrative,
legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will
be involved as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or by
reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s
part while acting pursuant to Indemnitee’s Corporate Status, 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.


 


(m) “Related
Party” means, with respect to any Person, (a) any controlling stockholder, controlling member, general partner, subsidiary,
spouse or immediate family member (in the case of an individual) of such Person, (b) any estate, trust, corporation, partnership
or other entity, the beneficiaries, stockholders, partners or owners of which consist solely of one or more of Michael J. Sacks,
GCM V, or any of the GCMH Equityholders or their members, and each’s respective Affiliates (other than the Company and its
subsidiaries) and Related Parties and/or such other Persons referred to in the immediately preceding clause (a), or (c) any executor,
administrator, trustee, manager, director or other similar fiduciary of any Person referred to in the immediately preceding clause
(b), acting solely in such capacity.


 






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Section 3. Indemnity
in Third-Party Proceedings. The Company will hold harmless and indemnify Indemnitee in accordance with the provisions of this
Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant 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 Section 3, the Company will hold harmless
and indemnify Indemnitee to the fullest extent permitted by applicable law against all loss and liability suffered, Expenses, judgments,
fines 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 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 (a) such 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 (b) in the case of a criminal Proceeding, such Indemnitee had no reasonable cause to believe that Indemnitee’s conduct
was unlawful.


 


Section 4. Indemnity
in Proceedings by or in the Right of the Company. The Company will hold harmless and indemnify Indemnitee in accordance with
the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by
or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will hold harmless and
indemnify Indemnitee to the fullest extent permitted by applicable law 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.
Notwithstanding the foregoing, the Company will not hold harmless and indemnify Indemnitee for Expenses under this Section 4 related
to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company,
unless, and only to the extent that, the Court of Chancery of the State of Delaware or any court in which the Proceeding was brought
determines that such indemnification despite the adjudication of liability but in view of all circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other
court shall deem proper.


 


Section 5. Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the
fullest extent permitted by applicable law, the Company will hold harmless and indemnify Indemnitee against all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding in which Indemnitee is
successful, on the merits or otherwise. 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 will hold harmless
and indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in
connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes
of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with
or without prejudice, will be deemed to be a successful result as to such claim, issue or matter.


 


Section 6. Indemnification
For Expenses of a Witness. Notwithstanding any other provision of this Agreement and to the fullest extent permitted by the
DGCL, the Company will hold harmless and indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection with any Proceeding to which Indemnitee is not a party but to which Indemnitee, by
reason of Indemnitee’s Corporate Status, is a witness, deponent, interviewee, or otherwise asked to participate.


 






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Section 7. Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some
or a portion of Expenses, but not, however, for the total amount thereof, the Company will hold harmless and indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled.


 


Section 8. Additional
Indemnification. In addition to, and without regard to any limitations on, the indemnification provided for in Sections
3, 4, 5, 6 and 7 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee to the fullest
extent permitted by applicable law (including in connection with a Proceeding by or in the right of the Company).


 


Section 9. Exclusions.
Notwithstanding any provision in this Agreement, the Company is not obligated under this Agreement to make any indemnification
payment to Indemnitee in connection with any Proceeding:


 


(a) for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
to the extent provided in Section 16(b) of the Exchange Act, and except with respect to any excess beyond the amount paid under
any insurance policy or other indemnity provision; or


 


(b) for
(i) 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 similar provisions of state statutory law or common law, (ii) any reimbursement
of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized
by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such
reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002
(the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee
of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of
any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee
of the Board, if any, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing
Section 10D of the Exchange Act; or


 


(c) 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 Proceeding or part of any Proceeding is to enforce Indemnitee’s
rights to indemnification or advancement, of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant
to Section 14 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation
or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable
law.


 






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Section 10. Advances
of Expenses.


 


(a) The
Company will advance, to the fullest extent permitted by the DGCL, but subject to the terms of this Agreement, all Expenses incurred
by Indemnitee or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee
or any Proceeding (or any part of any Proceeding) initiated by Indemnitee if (i) the Proceeding or part of any Proceeding is to
enforce Indemnitee’s rights to obtain indemnification or advancement of Expenses from the Company or Enterprise, including
a proceeding initiated pursuant to Section 14 or (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior
to its initiation. The Company will advance the Expenses within twenty (20) days after the receipt by the Company of a statement
or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding.


 


(b) Advances
will be unsecured and interest free. Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that
it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, thus Indemnitee qualifies for advances
upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than the execution
of this Agreement. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses and without
regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.


 


Section 11. Procedure
for Notification of Claim for Indemnification or Advancement.


 


(a) Indemnitee
will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement
of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee
will include in the written notification to the Company a description of the nature of the Proceeding and the allegations underlying
the Proceeding and provide such documentation and information as is reasonably available to Indemnitee and is reasonably necessary
to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding.
Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee
under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights
under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification, advise the
Board in writing that Indemnitee has requested indemnification or advancement.


 


(b) The
Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to
assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent.


 


(c) The
Company will not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission of
liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s
prior written consent, which shall not be unreasonably withheld.


 






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Section 12. Procedure
Upon Application for Indemnification.


 


(a) Unless
a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made:


 


i. by
a majority vote of the Disinterested Directors, even though less than a quorum of the Board;


 


ii. by
a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum
of the Board;


 


iii.
if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by written opinion provided by Independent
Counsel selected by the Board; or


 


iv. if
so directed by the Board, by the stockholders of the Company.


 


(b) The
party selecting Independent Counsel pursuant to subsection (a)(iii) of this Section 12 will provide written notice of the selection
to the other party. The notified party may, within ten (10) days after receiving written notice of the selection of Independent
Counsel, deliver to the selecting party 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 Section 2 of this Agreement, and the objection will set forth with particularity the factual
basis of such assertion. Absent a proper and timely objection, the person so selected will 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 the Court of Chancery of the State of Delaware Court has determined that such objection
is without merit. If, within thirty (30) days after the later of submission by Indemnitee of a written request for indemnification
pursuant to Section 11(a) hereof and the final disposition of the Proceeding, Independent Counsel has not been selected or,
if selected, any objection to has not been resolved, either the Company or Indemnitee may petition the Court of Chancery of the
State of Delaware for the appointment as Independent Counsel of a person selected by such court or by such other person as such
court designates. Upon the due commencement of any judicial proceeding pursuant to Section 14(a) of this Agreement, Independent
Counsel will be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).


 


(c) Indemnitee
will cooperate with the person, persons or entity making the 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. The Company will advance and pay any Expenses incurred by Indemnitee in so cooperating with the person,
persons or entity making the indemnification determination irrespective of the determination as to Indemnitee’s entitlement
to indemnification and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will
advise Indemnitee in writing of the determination that Indemnitee is or is not entitled to indemnification, including a description
of any reason or basis for which indemnification has been denied and providing a copy of any written opinion provided to the Board
by Independent Counsel.


 


(d) If
it is determined that Indemnitee is entitled to indemnification, the Company will make payment to Indemnitee within ten (10) days
after such determination.


 






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Section 13. Presumptions
and Effect of Certain Proceedings.


 


(a) It
is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the
DGCL and public policy of the State of Delaware. In making a determination with respect to entitlement to indemnification hereunder,
the person or persons or entity making such determination will, to the fullest extent not prohibited by law, presume Indemnitee
is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with
Section 11(a) of this Agreement, and the Company will, to the fullest extent not prohibited by law, have the burden of proof to
overcome that presumption. Neither the failure of the Company (including by its 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 its directors
or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, will be a defense to the action or create
a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b) If
the determination of the Indemnitee’s entitlement to indemnification has not made pursuant to Section 12 within sixty (60)
days after the later of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 11(a)
and (ii) the final disposition of the Proceeding for which Indemnitee requested indemnification (the “Determination Period”),
the requisite determination of entitlement to indemnification will, to the fullest extent not prohibited by law, be deemed to have
been made and Indemnitee will 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 prohibition of such indemnification under applicable law. The Determination Period may
be extended for a reasonable time, not to exceed an additional thirty (30) 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; and provided, further, the Determination Period may be extended an additional fifteen (15)
days if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 12(a)(iv) of
this Agreement.


 


(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, will 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.


 






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(d) For
purposes of any determination of good faith, Indemnitee will be deemed to have acted in good faith if Indemnitee acted based on
the records or books of account of the Company, its subsidiaries, or an Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors or officers of the Company, its subsidiaries, or an Enterprise in the course of their duties,
or on the advice of legal counsel for the Company, its subsidiaries, or an Enterprise or on information or records given or reports
made to the Company or an Enterprise by an independent certified public accountant or by an appraiser, financial advisor or other
expert selected with reasonable care by or on behalf of the Company, its subsidiaries, or an Enterprise. Further, Indemnitee will
be deemed to have acted in a manner “not opposed to the best interests of the Company,” as referred to in this Agreement
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. Whether or not the foregoing provisions of this Section 13(d) are satisfied, it
shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden
of proof and the burden of persuasion. The provisions of this Section 13(d) is not exclusive and does not limit in any way the
other circumstances in which the Indemnitee may be deemed 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 director, officer, trustee, partner, managing member, fiduciary, agent or employee
of the Enterprise may not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification under
this Agreement.


 


Section 14. Remedies
of Indemnitee.


 


(a) Indemnitee
may commence litigation against the Company in the Court of Chancery of the State of Delaware to obtain indemnification or advancement
of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 12 of this Agreement that
Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company does not timely advance Expenses pursuant
to Section 10 of this Agreement, (iii) the determination of entitlement to indemnification is not made pursuant to Section 12 of
this Agreement within the Determination Period, (iv) the Company does not hold harmless and indemnify Indemnitee pursuant to Section 5
or 6 or the second to last sentence of Section 12(c) of this Agreement within ten (10) days after receipt by the Company of a written
request therefor, or (v) the Company does not hold harmless and indemnify Indemnitee pursuant to Section 3, 4, 7, or 8 of this
Agreement within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification.


 


(b) If
a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 14 will be conducted in all respects as a de novo trial on the merits, and
Indemnitee may not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this
Section 14, the Company will have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses,
as the case may be, and will not introduce evidence of the determination made pursuant to Section 12 of this Agreement.


 


(c) If
a determination is made pursuant to Section 12 of this Agreement that Indemnitee is entitled to indemnification, the Company will
be bound by such determination in any judicial proceeding commenced pursuant to this Section 14, 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.


 






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(d) The
Company is, to the fullest extent not prohibited by law, precluded from asserting in any judicial proceeding commenced pursuant
to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will stipulate
in any such court that the Company is bound by all the provisions of this Agreement.


 


(e) The
Company, to the fullest extent permitted by law, will (within ten (10) days after receipt by the Company of a written request therefor)
advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with any action concerning this Agreement, Indemnitee’s
right to indemnification or advancement of Expenses from the Company, or concerning any directors’ and officers’ liability
insurance policies maintained by the Company and will hold harmless and indemnify Indemnitee against any and all such Expenses,
regardless of whether Indemnitee is ultimately determined to be entitled to such indemnification, unless the court determines that
each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous.


 


Section 15. Defense
of Proceeding and Selection of Counsel. In the event the Company is obligated to advance Expenses to Indemnitee with respect
to any Proceeding, the Company will be entitled to assume the defense of such Proceeding on behalf of Indemnitee upon the delivery
to Indemnitee of written notice of its election to do so. The Company will not, without the prior written consent of the Indemnitee,
effect any settlement of any Proceeding or part of any Proceeding which admits any liability or misconduct by Indemnitee. The Indemnitee
will not unreasonably withhold consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement
that includes any admission of liability or misconduct by Indemnitee.


 


Section 16. Non-exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a) The
indemnification and advancement of Expenses provided by this Agreement are not exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws of the Company, any agreement, a
vote of stockholders or a resolution of directors, or otherwise. The indemnification and advancement of Expenses provided by this
Agreement may not be limited or restricted by any amendment, alteration or repeal of the Certificate of Incorporation, the Bylaws
of the Company or this Agreement in any way with respect to any action taken or omitted by Indemnitee in Indemnitee’s Corporate
Status occurring prior to any such amendment, alteration or repeal of this Agreement. To the extent that a change in Delaware law,
whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently
under the Certificate of Incorporation, or this Agreement, it is the intent of the parties hereto that Indemnitee 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 is 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, will not prevent the concurrent assertion or employment of any other right or remedy.


 






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(b) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or Agents of the Enterprise, the Company will obtain a policy or policies covering Indemnitee. If, at the time of the receipt of
a notice of a claim pursuant to this Agreement, the Company has director and officer liability insurance in effect, the Company
will give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance
with the procedures set forth in the respective policies. The Company will thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with
the terms of such policies. Indemnitee agrees to make reasonable efforts to assist the Company’s efforts to cause the insurers
to pay such amounts.


 


(c) In
the event of any payment made by the Company under this Agreement, the Company will be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee from any Enterprise or its insurance carrier. Indemnitee will 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.


 


Section 17. Duration
of Agreement. This Agreement and the obligations of the Company hereunder continues until and terminates upon the later of:
(a) ten (10) years after the date that Indemnitee ceases to serve as a director or officer of the Company or (b) one (1) year after
the final adjudication or final termination by settlement of any Proceeding then pending in respect of which Indemnitee is granted
rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 14
of this Agreement relating thereto. The indemnification and advancement of Expenses rights provided by or granted pursuant to this
Agreement are 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 or assets
of the Company), continue as to an Indemnitee who has ceased to be a director, officer, employee or Agent of the Company or of
any other Enterprise, and inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors
and administrators and other legal representatives. The Company shall require and shall cause any successor (whether direct or
indirect by purchase, merger, consolidation or otherwise) of all or substantially all of the business or assets of the Company
to, by written agreement, expressly 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.


 


Section 18. Severability.
If any provision or provisions of this Agreement is 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 Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) will not in any way be affected or impaired thereby and remain enforceable to the fullest extent
permitted by law; (b) such provision or provisions will 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 Section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will be construed so as to give effect
to the intent manifested thereby.


 






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Section 19. Enforcement.


 


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


 


(b) 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; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation and applicable
law, and is not a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section 20. Modification
and Waiver. No supplement, modification or amendment of this Agreement is binding unless executed in writing by the parties
hereto. No waiver of any of the provisions of this Agreement will be deemed or constitutes a waiver of any other provisions of
this Agreement nor will any waiver constitute a continuing waiver.


 


Section 21. Notice
by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification
or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company does not relieve the Company of
any obligation which it may have to the Indemnitee under this Agreement or otherwise.


 


Section 22. Notices.
All notices, requests, demands and other communications under this Agreement will be in writing and will be deemed to have been
duly given if (a) delivered by hand to the other party, (b) sent by reputable overnight courier to the other party or (c) sent
by facsimile transmission or electronic mail, with receipt of oral confirmation that such communication has been received:


 


(a) If
to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee provides to
the Company.


 


(b) If
to the Company to:


 


GCM Grosvenor Inc.


900 North Michigan Avenue

Suite 1100


Chicago, Illinois 60611


Attention: Legal Department


Telephone: (312)
506-6500


 


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


 






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Section 23. Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties are governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee
hereby irrevocably and unconditionally (i) agree that any action or Proceeding arising out of or in connection with this Agreement
may be brought only in the Court of Chancery of the State of Delaware and not in any other state or federal court in the United
States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Court of Chancery
of the State of Delaware for purposes of any action or Proceeding arising out of or in connection with this Agreement, (iii) waive
any objection to the laying of venue of any such action or Proceeding in the Court of Chancery of the State of Delaware, and (iv)
waive, and agree not to plead or to make, any claim that any such action or Proceeding brought in the Court of Chancery of the
State of Delaware has been brought in an improper or inconvenient forum.


 


Section 24. Identical
Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed to
be an original but all of which together constitutes 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.


 


Section 25. Headings.
The headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement or affect the construction
thereof.


 




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


 


	GCM GROSVENOR INC.	 	INDEMNITEE
	 	 	 	 	 
	By:	              	 	 
	Name:	 	 	Name:	 
	Office:	 	 	Address: