Exhibit 10.16


 


FORM OF INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (this “Agreement”) is made as of [●], 2020, by and between CuriosityStream Inc., a Delaware
corporation (the “Company”), and [●] (the “Indemnitee”).


 


RECITALS


 


WHEREAS, the
Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;


 


WHEREAS, in
order to induce Indemnitee to continue to provide services to the Company, the Company wishes to provide for the indemnification
of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;


 


WHEREAS, the
Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) and its Amended
and Restated Bylaws (the “Bylaws”) require indemnification of the officers and directors of the Company,
and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);


 


WHEREAS, the
Charter, the 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 of directors, officers and
other persons with respect to indemnification;


 


WHEREAS, the
Company and Indemnitee are aware of the exposure to litigation and claims of officers, directors and employees of corporations
as such persons exercise their duties;


 


WHEREAS, the
Company desires to continue to benefit from the services of highly qualified and experienced persons such as Indemnitee;


 


WHEREAS, Indemnitee
desires to serve or continue to serve the Company as a director or officer for so long as the Company continues to provide on an
acceptable basis indemnification against certain liabilities and expenses which may be incurred by Indemnitee;


 


WHEREAS, it
is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on
behalf of, such persons to the fullest extent permitted by applicable law, regardless of any amendment or revocation of the Charter
or Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;
and


 


WHEREAS, this
Agreement is a supplement to and in furtherance of the indemnification provided in the Charter, the Bylaws and any resolutions
adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 






    	 	 	 



     


    

 


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 to serve as a [director][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 law), in which event
the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be
deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. The foregoing
notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a [director][officer] of
the Company.


 


Section 2. Definitions.


 


As used in this Agreement:


 


(a) “Beneficial
Owner” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the ”Exchange Act”).


 


(b) “Change
of Control” means the occurrence after the date of this Agreement of any of the following events:


 


i. any
Person, other than Hendricks Factual Media LLC or any of its Affiliates, is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company representing [50]% or more of the Company’s then outstanding Voting 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;


 


ii. the
consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation,
all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly
or indirectly, more than [50]% of the combined voting power of the outstanding Voting Securities of the entity resulting from such
transaction;


 


iii. during
any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the
beginning of such period constituted the Board (including for this purpose any new directors whose election by the Board or nomination
for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) 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) cease for any reason to constitute at least a majority of the Board; or


 


iv. the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets.


 


(c) “Corporate
Status” describes the status of a person as a current or former director, officer, employee, agent or trustee of
the Company or of any other Enterprise which such person is or was serving at the request of the Company.


 






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(d) “Enforcement
Expenses” includes all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees
and all other disbursements or expenses of the types customarily incurred in connection with an action to enforce indemnification
or advancement rights, or an appeal from such action, including, without limitation, the premium, security for and other costs
relating to any cost bond, supersedes bond or other appeal bond or its equivalent.


 


(e) “Enterprise”
means any corporation (other than the Company), partnership, joint venture, trust, employee benefit plan or other legal entity
of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or trustee.


 


(f) “Expenses”
includes all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding, including,
without limitation, the premium, security for and other costs relating to any cost bond, supersedes 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.


 


(g) “Independent
Counsel” means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters
of Delaware corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company,
any Enterprise or Indemnitee in any matter material to any 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
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.
The Company agrees to pay the reasonable fees and expenses of the Independent Counsel and to fully indemnify such counsel against
any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(h)
“Proceeding” includes any threatened, pending or completed action, suit, arbitration, 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 or investigative nature, in which
Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was a [director][officer]
of the Company or is or was serving at the request of the Company as a director, officer, employee, agent or trustee of any Enterprise
or by reason of any action taken by him or her or of any action taken on his or her part while acting as [director][officer]
of the Company or while serving at the request of the Company as a director, officer, employee, agent or trustee of any 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; provided, however, that the term “Proceeding”
shall not include any action, suit or arbitration, or part thereof, initiated by Indemnitee to enforce Indemnitee’s rights
under this Agreement as provided for in Section 13(e) of this Agreement.


 






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(i) “Voting
Securities” means any securities of the Company that vote generally in the election of directors.


 


Section 3. Indemnity
in Third-Party Proceedings. The Company shall 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, Indemnitee shall be indemnified against all Expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her 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 his or her conduct was unlawful. Indemnitee shall not enter into any settlement in connection with a Proceeding
without ten (10) days’ prior notice to the Company and without the Company’s prior written consent, which consent may
not be unreasonably withheld.


 


Section 4. Indemnity
in Proceedings by or in the Right of the Company. The Company shall 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, Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by him or her or on his or her 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. No indemnification for Expenses shall be made under this Section 4 in respect of any
claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and
only to the extent that the Delaware Court of Chancery (the “Delaware Court”) or any court in which the
Proceeding was brought 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 for such expenses as the Delaware Court 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 and except
as provided in Section 8, to the extent that Indemnitee is 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, the Company shall indemnify Indemnitee against
all Expenses actually and reasonably incurred by him or her 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 indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or
on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without
limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.


 






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Section 6. Indemnification
For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made
a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf
in connection therewith.


 


Section 7. Additional
Indemnification.


 


(a) Except
as provided in Section 8, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest
extent permitted by law if Indemnitee is a party to or is 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 and amounts paid in
settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.


 


(b) For
purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not
be limited to:


 


(i) to
the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement,
or the corresponding provision of any amendment to or replacement of the DGCL or such provision thereof; and


 


(ii) to
the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement
that increase the extent to which a corporation may indemnify its officers and directors.


 


Section 8. Exclusions.
Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:


 


(a) to
make any indemnity for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the
extent that Indemnitee has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise;


 


(b) to
make any indemnity 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 Securities Exchange Act of 1934, as amended, or similar provisions of
state statutory law or common law;


 


(c) to
make any indemnity or advancement that is prohibited by applicable law; or


 






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(d) to
make any indemnity or advancement for claims initiated or brought by Indemnitee (including Expenses incurred by Indemnitee in defending
any affirmative defenses or counterclaims brought or made in connection with a claim initiated by Indemnitee), except (i) with
respect to proceedings brought to establish or enforce a right to receive Enforcement Expenses or indemnification under this Agreement
or any other agreement or insurance policy or under the Charter or Bylaws now or hereafter in effect relating to indemnification
or advancement (which shall be governed by Section 13(e) of this Agreement), (ii) if the Board of Directors of the Company
has approved the initiation or bringing of such claim, or (iii) as otherwise required under Delaware law. For the avoidance
of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of
(a) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (b) having made any counterclaim
(whether permissive or mandatory) in connection with any claim not initiated by Indemnitee.


 


Section 9. Advances
of Expenses. The Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection
with any Proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement
or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses but,
in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that
would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) from time to time,
whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be
made 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. Indemnitee shall qualify for advances upon the execution and delivery
to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent
required by law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction
in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances
under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing
in this Section 9 shall limit Indemnitee’s right to advancement pursuant to Section 13(e) of this Agreement.


 


Section 10. Procedure
for Notification and Defense of Claim.


 


(a) To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee
so chooses and has the right pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee
to have the right to indemnification determined by Independent Counsel.


 


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


 






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Section 11. Procedure
Upon Application for Indemnification.


 


(a) Upon
written request by Indemnitee for indemnification pursuant to Section 10(a), a determination, if such determination is required
by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) by Independent
Counsel in a written opinion to the Board of Directors of the Company if Indemnitee so requests in such written request for indemnification
pursuant to Section 10(a) and a Change in Control has occurred, or (ii) by the Company in accordance with applicable law if Indemnitee
does not so request such determination be made by Independent Counsel or a Change in Control has not occurred. In the case that
such determination is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall be delivered to
Indemnitee and, 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 cooperate with the Independent Counsel or the Company, as applicable,
making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel
or the Company, 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 attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the Independent Counsel or the
Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(b) In
the event that Indemnitee exercises his or her right to have his or her entitlement to indemnification determined by Independent
Counsel pursuant to Sections 10(a) and 11(a)(i), the Independent Counsel shall be selected by Indemnitee. The Company may, within
ten (10) days after written notice of such selection, deliver to Indemnitee 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 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 has determined that such objection is without merit.
If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification and Independent
Counsel pursuant to Sections 10(a) and 11(a)(i) hereof, respectively, and (ii) the final disposition of the Proceeding, including
any appeal therein, no Independent Counsel shall have been selected without objection, Indemnitee may petition a court of competent
jurisdiction for resolution of any objection which shall have been made by the Company to the selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall
designate. The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel
under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13(a) of this
Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).


 


Section 12. Presumptions
and Effect of Certain Proceedings.


 


(a) In
making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled
to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a)
of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of
any determination contrary to that presumption. Neither (i) the failure of the Company or of 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 (ii) an actual determination by the Company or by 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.


 






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(b) The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a
plea of guilty, 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 he or she 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 his or her conduct was unlawful.


 


(c) The
knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or any Enterprise shall
not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


Section 13. Remedies
of Indemnitee.


 


(a) Subject
to Section 13(f), in the event that (i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this
Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this Agreement
within sixty (60) days after receipt by the Company of the request for indemnification that does not include a request for Independent
Counsel, (iv) payment of indemnification is not made pursuant to Section 5 or 6 or the last sentence of Section 11(a) of this
Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification pursuant
to Section 3, 4 or 7 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is
entitled to indemnification, Indemnitee shall be entitled to an adjudication by a court of his or her entitlement to such indemnification
or advancement. Alternatively, Indemnitee, at his or her 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. Indemnitee shall commence such proceeding
seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to
commence such proceeding pursuant to this Section 13(a); provided, however, that the foregoing time limitation shall
not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The
Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b) In
the event that a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 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.
In any judicial proceeding or arbitration commenced pursuant to this Section 13, the Company shall have the burden of proving Indemnitee
is not entitled to indemnification or advancement, as the case may be.


 






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(c) If
a determination shall have been made pursuant to Section 11(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 Section 13,
absent 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.


 


(d) The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 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.


 


(e) The
Company shall indemnify Indemnitee against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within ten
(10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement
Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification
or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies
maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement
or insurance recovery, as the case may be, in the suit for which indemnification or advancement is being sought.


 


(f) Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding, including any appeal therein.


 


Section 14. Non-exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a) The
rights of indemnification and to receive advancement 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 action taken or omitted by such Indemnitee in
his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether
by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter,
Bylaws and 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.


 






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(b) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
agents or trustees of the Company or of any other Enterprise, 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, employee, agent or trustee
under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company
has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement 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.


 


(c) In
the event of any payment under this Agreement, the Company 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.


 


(d) The Company’s
obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving at the request of the Company
as a director, officer, employee, agent or trustee of any other Enterprise shall be reduced by any amount Indemnitee has actually
received as indemnification or advancement from such other Enterprise.1


 


 









		1	Use following language for SWAG Sponsor appointees:



 


(c) Notwithstanding
any other provision of this Agreement to the contrary, the Company hereby acknowledges that Indemnitee has certain rights to advancement,
indemnification and/or insurance provided by Software Acquisition Holdings LLC and certain of its affiliates (collectively, the
“Fund Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations
to Indemnitee are primary and those of the Fund Indemnitors are secondary), that it shall be liable for the full amount of payments
of advancement and indemnification required by this Agreement and the Bylaws and Certificate of Incorporation and that it irrevocably
waives any claims against the Fund Indemnitors for contribution, subrogation, reimbursement or any other recovery of any kind for
which the Company is liable pursuant to this Agreement and the Bylaws and Certificate of Incorporation. The Company further agrees
that no payment for advancement or indemnification by the Fund Indemnitors to or on behalf of Indemnitee with respect to any claim
for which Indemnitee has sought payment from the Company shall affect the foregoing, and the Fund Indemnitors shall have a right
of contribution and/or be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee against the Company.
The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of this Section 14(c).


 


(d) Except as provided
in Section 14(c) above, in the event of any payment of advancement or indemnification under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of contribution or recovery of Indemnitee against other persons (other
than the Fund Indemnitors), and Indemnitee shall take, at the request of the Company, all reasonable action necessary to secure
such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


If such change
is made to Section 14, the following clause should be inserted at the beginning of Section 8(a): “subject to Section 14(c).”
Additionally, if this provision is included in the Agreement, it should be confirmed that any indemnification and advancement agreement
of the fund indemnitors correspondingly identifies the fund indemnitors as being only secondarily liable.


  






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Section 15. Duration
of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee
shall have ceased to serve as a [director][officer] of the Company or (b) one (1) year after the final termination of any
Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement
hereunder and of any proceeding, including any appeal, commenced by Indemnitee pursuant to Section 13 of this Agreement relating
thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee
and his or her heirs, executors and administrators. The Company shall require and cause any successor, and any direct or indirect
parent of 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.


 


Section 16. 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 section 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 section 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.


 






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Section 17. 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][officer] of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as a [director][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 Charter, the Bylaws and
applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section 18. Modification
and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless
executed in writing by the parties thereto. 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.


 


Section 19. 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 as provided 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.


 


Section 20. Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,
(b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed,
(c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have
been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:


 


(a) If
to Indemnitee, at such address as Indemnitee shall provide to the Company.


 


(b) If
to the Company to:


 


CuriosityStream Inc.


8484 Georgia Ave., Suite 700


Silver Spring, Maryland 20910


Attn: Tia Cudahy, Chief Operating
Officer and General Counsel


tia@curiositystream.com


 


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


 






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Section 21. Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to
Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred
by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances in order
to reflect (i) the relative benefits received by the Company and Indemnitee in connection with the event(s) and/or transaction(s)
giving rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents)
and Indemnitee in connection with such event(s) and/or transactions.


 


Section 22. 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 Section 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably
and unconditionally (i) 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, (ii) 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, (iii) consent to service of process at the address set forth in Section 20 of this
Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive
any objection to the laying of venue of any such action or proceeding in the Delaware Court and (v) 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.


 


Section 23. Identical
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


Section 24. Miscellaneous.
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.


 


[Signature Page Follows]


 




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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.


 


	 	
        

        CURIOSITYSTREAM INC.

	 	 
	 	By: 	                                                         
	 	 	Clint Stinchcomb
	 	 	Chief Executive Officer
	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	[Name]