Exhibit 10.6
DEED OF INDEMNITY RIGHTS
This Deed of Indemnity Rights, dated as of December 16, 2022 (this “Agreement”), is by and between MariaDB plc, an Irish public limited company (formerly known as Mangomill plc, “Irish Holdco”), and the undersigned director or officer of Angel Pond Holdings Corporation, a Cayman Islands exempted company (“APHC”).
WHEREAS, on January 31, 2022, APHC, Irish Holdco, Meridian MergerSub Inc., a Cayman Islands exempted company and wholly owned subsidiary of Irish Holdco (“Merger Sub”), and MariaDB Corporation Ab, a Finnish private limited liability company (“MariaDB”), entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”), which provides for, among other things, (i) the merger of Merger Sub with and into APHC, with APHC continuing as the surviving corporation and shareholders of APHC ordinary shares receiving shares of capital in Irish Holdco as consideration, and (ii) the merger of MariaDB with and into Irish Holdco, with Irish Holdco continuing as the surviving corporation and shareholders of MariaDB receiving shares of capital in Irish Holdco as consideration. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Business Combination Agreement.
WHEREAS, Section 7.11(a) of the Business Combination Agreement provides, among other things, that from and after the Merger Effective Time, Irish Holdco shall to the fullest extent permitted under applicable Law indemnify and hold harmless each current and former director, officer, and manager, and, to the extent authorized under the applicable D&O Provisions, each employee, agent and representative of each Party (collectively, with such Person’s heirs, executors or administrators, the “Indemnified Persons”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, to the fullest extent that each Party, as the case may be, would have been permitted under applicable Law, such Party’s Governing Documents as in effect as of the date of the Business Combination Agreement or any director indemnification agreement or employment agreement in effect on the date of the Business Combination Agreement to indemnify such Indemnified Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law).
NOW, THEREFORE the parties hereto agree as follows:
From and after the Merger Effective Time, Irish Holdco shall to the fullest extent permitted under applicable Law indemnify and hold harmless the undersigned Indemnified Person against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, to the fullest extent that APHC would have been required or permitted under applicable Law, APHC’s Governing Documents as in effect as of the date of the Business Combination Agreement or any indemnification agreement or employment agreement in effect on the date of the Business Combination Agreement to indemnify such Indemnified Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), in each case in accordance with any procedures applicable thereto. Without limiting the foregoing, beginning on the Closing Date and continuing until the sixth (6th) anniversary of the Closing Date, Irish Holdco (i) shall maintain in effect all rights to indemnification, advancement of expenses, exculpation and other limitations on Liability to the extent provided in APHC’s Governing Documents as in effect as of the date of the Business Combination Agreement (“D&O Provisions”) in favor of the undersigned Indemnified Person, and (ii) shall not amend, repeal or modify in a manner adverse to the beneficiary thereof any provision in the D&O Provisions as it relates to the undersigned Indemnified Person, in each case relating to a state of facts existing prior to Closing, without the written consent of the undersigned Indemnified Person or as otherwise required by applicable Law. In the event that Irish Holdco or any of its successors or assigns consolidates with or merges into any other Person and is not the continuing or surviving entity or entity of such consolidation or merger or transfers or conveys all or substantially all its properties and assets to any Person, Irish Holdco shall cause proper provisions to be made so that the successors and assigns of Irish Holdco assume the obligations set forth in this Agreement.
